Proxy Statement Pursuant to Section
Filed by a Party other than the Registrant ☐
☐ |
Ohr Pharmaceutical, Inc.
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December , 2018
Dear Stockholder:
Matters to be presented for action at the Special Meeting include a proposal to approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock at a split ratio of not less than one-for-three and not more than one-for-twenty, to be effective, if at all, at such time as the Company’s Board of Directors of the Company shall determine in its sole discretion, and a proposal to approve the adjournment of the Special Meeting to permit the Company to solicit additional proxies if there are insufficient proxies at the Special Meeting to approve the foregoing reverse stock split proposal.
Whether or not you plan to attend the Special Meeting in person, it is important that your shares be represented and voted at the Special Meeting. Please sign and return the accompanying proxy card in the postage-paid envelope or otherwise transmit your voting instructions as described on the accompanying proxy card. This will ensure that your shares will be represented and voted at the Special Meeting, even if you cannot attend. If you attend the Special Meeting and are the stockholder of record, you may vote your shares in person even though you have previously signed and returned your proxy.
On behalf of your Board of Directors, thank you for your investment in and continued support of Ohr Pharmaceutical, Inc.
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OHR PHARMACEUTICAL, INC.NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On January 18, 2019
To the Stockholders of Ohr Pharmaceutical, Inc.:
You are cordially invited to attend a special meeting of the stockholders (the “Special Meeting”) of Ohr Pharmaceutical,NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”). The SpecialAnnual Meeting will be held at the offices of Troutman Sanders LLP located at 875 Third Avenue, New York, New York 10022, commencingon Wednesday, August 18, 2021, at 10:00 a.m., local time,Eastern Time, exclusively online via live audio-only webcast, for the following purposes:
(1) To elect two Class I directors, nominated by our Board |
These items of Directors, to serve until our 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
YourJune 24, 2021. Only stockholders of record at the close of business on that date may vote is very importantat the Annual Meeting or any adjournment(s) or postponement(s) thereof. On or about July 2, 2021, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 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 statement and our annual report can be accessed directly at www.proxydocs.com/NBSE.
YOU ARE CORDIALLY INVITED TO ATTEND
Chairman, President and Chief Executive Officer
IMPORTANT
You can help avoidVIRTUALLY.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXYMATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELDOn January 18, 2019
The Proxy Statement for the Special Meeting of Stockholders is available via email, and is available on theinternetwww.proxydocs.com/ohrpPlease send request to info@ohrpharmaceutical.com
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OHR PHARMACEUTICAL, INC.
PROXY STATEMENT
TABLE OF CONTENTS
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Except as otherwise specifically noted,stated, the ‘Company,” “Ohr,” “we,” “our,” “us” and similar words in this Proxy Statement refer to Ohr Pharmaceutical, Inc.
The information in this Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that areAnnual Report on Form 10-K is not historical in nature, including statements about beliefs and expectations, are forward-looking statements. Words such as “may,” “will,” “should,” “estimates,” “predicts,” “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. You are cautioned that these forward-looking statements reflect management’s estimates only as of the date hereof, and we assume no obligation to update these statements, even if new information becomes available or other events occur in the future. Actual future results, events and trends may differ materially from those expressed in or implied by such statements depending on a variety of factors, including, but not limited to those set forth in our filings with the Securities and Exchange Commission.
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OHR PHARMACEUTICAL, INC.800 Third Avenue, 11th FloorNew York, New York 10022
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held On January 18, 2019
A special meeting of the stockholders (the “Special Meeting”) of Ohr Pharmaceutical, Inc. will be held on January 18, 2019 at the offices of Troutman Sanders LLP located at 875 Third Avenue, New York, New York 10022, commencing at 10:00 a.m., local time. The accompanying proxy is solicited by our board of directors (the “Board”). It is anticipated thatincorporated into this Proxy Statement and the accompanyingshould not be considered proxy card will be first made available to holders of our common stock on or about , 2018.
solicitation material.
Who is asking for my vote and why am I receiving this document?
The Board asks that you vote on the matters listed in the Notice of Special Meeting, which are more fully described in this Proxy Statement. We are providing this
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Who can vote atour Annual Report on Form 10-K for the Special Meeting?
Onlyyear ended September 30, 2020 (the “2020 Annual Report”) are being distributed or made available via the Internet on or about July 2, 2021 to the stockholders of record of the Company’s common stock, par value $0.0001 per share (the “common stock”), as of June 24, 2021 (the “Record Date”).
Stockholder of Record: Shares Registered in Your Name
Ifone vote on December 11, 2018 your shares were registered directly in your name with our transfer agent, Standard Registrar & Transfer Company, Inc., then you are a stockholder of record. As a stockholderall matters.
proposals. Investors who hold shares of common stock indirectly on the Record Date (“Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on December 11, 2018 your shares were held, not in your name, but rather in an account atHolders”) through a brokerage firm, bank or other nominee, then you are the beneficial owner offinancial institution (a “Financial Institution”) must return a voting instruction form to have their shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.
What is a proxy?
A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document is called a proxy or a proxy card. Dr. Jason S. Slakter and Mr. Sam Backenroth have been designated as proxies or proxy holders for the Special Meeting. A proxy properly executed and received by our Corporate Secretary prior to the Special Meeting and not revoked will be voted in accordance with the terms thereof.
What is a voting instruction?
A voting instruction is the instruction form you receive from your bank, broker or other nominee if you hold your shares of common stock in street name. The instruction form instructs you how to direct your bank, broker or other nominee, as record holder,their instructions. Financial Institutions have discretion to vote your shares of common stock.
What is being voted on?
You are being askedabsent instructions with respect to vote oncertain routine matters, such as Proposal No. 2, the following two proposals:
Proposal 1 — To approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of our common stock at a split ratio of not less than one-for-three and not more than one-for-twenty, to be effective, if at all, at such time as our Board shall determine in its sole discretion.
Proposal 2 — To approve the adjournmentratification of the Special Meeting to permit the Company to solicit additional proxies if there are insufficient proxies at the Special Meeting to approve Proposal 1.
How do I vote?
For Proposals 1 and 2 you may vote “For” or “Against” or abstain from voting. The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote:
By Internet or by telephone: Follow the instructions included in the proxy card to vote by Internet or telephone.
By mail: You can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy cardindependent registered public accounting firm, but do not specify how you want your shares voted, they will be voted in accordance with the Board’ recommendations as noted below.
In person at the meeting: If you attend the Special Meeting, you may deliver a completed proxy card in person or you may vote by completing a ballot, which will be available at the meeting.
Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 5:00 p.m. Eastern Time on January 17, 2019.
If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct. Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote in person if you have already voted by proxy.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card to ensure that your vote is counted. To vote in person at the Special Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of December 11, 2018.
What are broker non-votes?
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions as to how to vote to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can vote the shares with respect to matters that are routine items but cannotconsidered non-routine, such as Proposal Nos. 1 and 3, the election of directors and the advisory vote on executive compensation, respectively. A “broker non-vote” occurs when a Financial Institution has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares with respect tofor these non-routine items. Our management believes that Proposal 1 and Proposal 2 are routine matters for which brokers will have authority to vote your shares of our common stock at the Special Meeting if you do not give instruction on how to vote your shares. Consequently, if beneficial owner of shares held in “street name” do not give any direction, brokers will be permitted to vote shares of our common stock at the Special Meeting in relation to these proposals. Nevertheless, we encourage you to submit your voting instructions to your broker to ensure your shares of our common stock are voted at the Special Meeting.
How are votes counted?
Votes will be countedmatters.
How many votes are needed to approve each proposal?
Amendment to Certificate of Incorporation Effecting a Reverse Stock Split of the Common Stock. The approval of the amendment to our certificate of incorporation to effect a reverse stock split of the Company’s common stock at a split ratio of not less than one-for-three and not more than one-for-twenty, to be effective, if at all, at such time as the Board shall determine in its sole discretion requires the affirmative “FOR” votevirtual attendance or by proxy, of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon.
Adjournmenton the Record Date, will constitute a quorum for the transaction of the Special Meeting to permit the Company to solicit additional proxies, if there are insufficient proxiesbusiness at the SpecialAnnual Meeting to approve Proposal 1. The approval a proposal for the adjournment of the Special Meeting to permit the Company to solicit additional proxies if there are insufficient proxies at the Special Meeting to approve Proposal 1 requires that the votes cast in favor of the proposal exceed the number of votes cast against the proposal.
What is the quorum requirement?
A quorum is necessary to hold a valid meeting. A quorum will be present if a majority of the outstanding shares are represented in person or by proxy at the Special Meeting. On the record date, there were 56,466,428 shares of our common stock outstanding and entitled to vote. Thus, at least 28,233,215 shares must be represented in person or by proxy at the Special Meeting in order to have a quorum.
any adjournments thereof. Your shares will be counted towards the quorum only if you submit a valid proxy (or if one is submitted on your behalf by your broker, bank or other nominee)agent) or if you vote in persononline at the Special
How If there is no quorum, the chairman of the meeting or the stockholders holding a majority of the shares present at the Annual Meeting may adjourn the Annual Meeting to another date.
Stockholders should specify theirfrom you, so long as it holds your shares in its name.
Unless otherwise directed in the enclosed proxy card, the persons named as proxies therein will vote all properly executed, returned and not-revoked proxy cards or voting instruction cards (1) “FOR” the approval ofproxies received by them as directed on the amendment to our certificate of incorporation to effect a reverse stock split of the Company’s common stock at a split ratio of not less than one-for-three and not more than one-for-twenty, to be effective, if at all, at such time as the Board shall determine in its sole discretion; and (ii) “FOR” the approval of a proposal for the adjournment of the Special Meeting to permit the Company to solicit additional proxies if there are insufficient proxies at the Special Meeting to approve Proposal 1.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one proxy card or, voting instruction card?
If you receive more than one Proxy Statement or proxy card or voting instruction card, it means that your shares are registeredif no direction is made, then FOR the nominees listed in more than one name or are registeredProposal No. 1 and FOR each of Proposal No. 2 and No. 3.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
What are the voting recommendationslight of the Board?
For the reasons set forth in more detail later in this Proxy Statement,THE BOARD RECOMMENDS THAT YOU VOTE:
Who can help answer my questions about the proposals?
If you have additional questions about these proposals, you should contact Sam Backenroth, our Chief Financial Officer, at 212-682-8452.
How can I find out the results of the voting at the Special Meeting?
Preliminary voting results may be announced at the Special Meeting. Final voting results will be published innovel coronavirus disease, COVID-19, we believe that hosting a Current Report on Form 8-K shortly after the Special Meeting occurs.
When are stockholder proposals due for next year’s annual meeting?
Our stockholders may submit proposals for inclusion in the proxy material. These proposals must meet the stockholder eligibility and other requirements of the Securities and Exchange Commission. To be considered for inclusion in next year’s proxy materials, you must submit your proposal in writing by May 11, 2019 to our Secretary at our principal office, Ohr Pharmaceutical, Inc., 800 Third Avenue, 11th Floor, New York, New York 10022.
In addition, our by-laws provide that a stockholder may nominate one or more persons for election as director or directors at a stockholders’
PROPOSAL 1: - TO APPROVE THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE SHARES OF COMMON STOCK
The Board has adopted a resolution approving and recommending to the Company's stockholders for the stockholders’ approval of a proposal to amend our certificate of incorporation to effect a reverse split of our outstanding shares of common stock within a range of one share of common stock for every three shares of common stock to one share of common stock for every twenty shares of common stock, with the exact reverse split ratio to be decided and publicly announced by the Board prior to the effective time of the amendment to our certificate of incorporation (the “Reverse Stock Split”). If the stockholders approve this proposal, the Board will have the authority to decide, at any time prior to January 19, 2020 whether to implement the Reverse Stock Split and the precise ratio of the Reverse Stock Split within a range of one-for-three shares of our common stock to one-for-twenty shares of our common stock. If the Board decides to implement the Reverse Stock Split, the Reverse Stock Split will become effective upon the filing of an amendment to our certificate of incorporation with the Secretary of State of the State of Delaware.
The Board reserves the right, even after stockholder approval, to abandon or postpone the filing of the amendment to effect the Reverse Stock Split if the Board determines that it is not in the best interestsinterest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the stockholders. Ifworld. Stockholders will have the amendment effecting the Reverse Stock Split is not implemented by the Board priorsame rights and opportunities to January 19, 2020 the proposal will be deemed abandoned, without any further effect.
participate as they would have at an in-person meeting.
Purpose of the Reverse Stock Split
On February 20, 2018, we received a written notice (the “First Notice”) from NASDAQ Stock Market LLC (“Nasdaq”) that the Company had not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum closing bid price of $1.00 per share,Company’s Amended and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.
In accordance with Nasdaq’s Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until August 20, 2018, to regain compliance with the minimum closing bid price requirement. The Company did not regain compliance with the minimum closing bid price requirement by August 20, 2018. The Company was notified by Nasdaq that it might be afforded a second 180 calendar period to regain compliance with the minimum closing bid price requirement under certain circumstances if the Company notified Nasdaq of its intent to cure the deficiency. As a result, the Company applied for an extension of the cure period, as permitted under the notification. In order to cure the deficiency the Company indicated that, to that extent necessary, it planned to seek approval for a reverse stock split in order to meet the minimum closing bid price requirement at a special meeting of the Company’s stockholders which the Company will hold prior to the expiration of the second 180 day period and effectuate the reverse stock split immediately thereafter.
On August 21, 2018, we received a written notice from Nasdaq that the Company had been granted an additional 180 calendar days, or until February 19, 2019, to regain compliance with the minimum $1.00 bid price per share requirement of the Listing Rules of Nasdaq (“Second Notice”).
According to the Second Notice, if at any time before February 19, 2019, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum closing bid price requirement. If, however, compliance with the minimum closing bid price requirement cannot be demonstrated by February 19, 2018, Nasdaq will provide written notification that the Company’s common stock will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
If we were unable to maintain compliance with the $1.00 minimum bid price requirement and our common stock were delisted from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market, and many investors would likely not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our common stock would be subject to SEC rules as a “penny stock,” which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock. For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our common stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including our ability to attract and retain qualified employees and to raise capital.
In addition, among the factors considered by the Board in reaching its decision to recommend the Reverse Stock Split, the Board considered the potential effects of having stock that trades at a low price. Since the brokerage commissions on stock with a low trading price generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in stocks with a low trading price pay transaction costs (commissions, markups, or markdowns) at a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase our common stock.
Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as financial results and market conditions, may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase proportionately following the Reverse Stock Split, or that the market price of common stock will not decrease in the future. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. Additionally, if implemented, the Reverse Stock Split may result in some stockholders owning “odd-lots” of less than 100 shares of our common stock, particularly as the ratio for the Reverse Stock Split increases. Brokerage commissions and other costs of transactions in odd-lots may be higher, particularly on a per-share basis, than the cost of transactions in even multiples of 100 shares.
There will be no change in our authorized shares as a result of the amendment to our certificate of incorporation and therefore, upon effectiveness of the Reverse Stock Split, the number of shares of our common stock that are authorized and unissued will increase relative to the number of issued and outstanding shares. Except as discussed in the immediately preceding sentence and under the heading “Principal Effects of the Reverse Stock Split,” we currently have no definitive agreements to issue any of our authorized but unissued shares of our common stock. However, it is likely that some of these additional authorized shares could be used in the future for various other purposes without further stockholder approval, except as such approval may be required in particular cases by our certificate of incorporation, applicable law or the rules of any stock exchange or other system on which our securities may then be listed. Additionally, the Board has engaged Roth Capital Markets, LLC, to advise the Board and management, and to assist in pursuing a range of strategic alternatives to maximize stockholder value including some of the following: license, divestiture, or other monetization of current assets; license or acquisition of additional assets; merger, joint venture, partnership, or other business combination with another entity, public or private. The Board has not set a definitive timetable for completion of this process. There can be no assurance that this process will result in a strategic alternative of any kind. The Board may use shares of our common stock in connection with any strategic transaction
Determination of Reverse Stock Split Ratio
Stockholder approval of the amendment to our certificate incorporation that would allow the Board to determine the exact reverse stock split ratio within a specified range of one-for-three to one-for-twenty (rather than stockholder approval of a fixed reverse stock split ratio) provides the flexibility to achieve the desired results of the Reverse Stock Split.
In determining the range of Reverse Stock Split ratios to be submitted for stockholder approval, the Board considered numerous factors, including:
The Board will consider the conditions, information and circumstances existing at the time when it determines whether to implement the Reverse Stock Split and, if it decides to implement the Reverse Stock Split, the precise reverse stock split ratio.
Principal Effects of Reverse Stock Split
To implement the Reverse Stock Split, the Company would, at a meeting of the Board or by written consent in lieu of a meeting, resolve to effect the Reverse Stock Split, select the reverse split ratio and publicly announce the reverse split ratio. Thereafter, the Company would file the certificate of amendment with the Secretary of State of the State of Delaware and, upon such amendment becoming effective, and without further action on the part of the Company’s stockholders, the shares of common stock held by stockholders of record as of the effective time of such amendment would be converted into the number of shares of common stock (the “New Common Stock”) calculated based on the reverse split ratio determined and approved by the Board and publicly announced before the filing of the amendment.
No fractional shares would be issued if, as a result of the Reverse Stock Split, a registered stockholder would otherwise become entitled to a fractional share. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled to receive an additional share of the Company’s common stock. In other words, any fractional share will be rounded up to the nearest whole number.
For example, if a stockholder presently holds 100 shares of our common stock, he, she or it would hold 34 shares of New Common Stock following a one-for-thee split, 10 shares following a one-for-ten split.
The following table contains approximate information relating to the Company’s common stock based upon the number of authorized shares of our common stock set forth in ourRestated Certificate of Incorporation, as amended on file(the “Charter”), provides that the Board is to be divided into three classes as nearly equal in number as possible, with directors in each class serving staggered three-year terms. The total Board size is currently fixed at five directors. The Class I directors (whose terms expire at the Annual Meeting) are Dov A. Goldstein, M.D. and Eric I. Richman, M.B.A. The Class II directors (whose terms expire at the 2022 annual meeting of stockholders) are Gerry J. McDougall and Dietrich Stephan, Ph.D. The Class III director (whose term expires at the 2023 annual meeting) is Franklyn G. Prendergast, M.D., Ph.D. The Class I directors elected at the Annual Meeting will hold office until the 2024 annual meeting of stockholders, and until their successors are elected and qualified, unless they resign or their seats become vacant due to death, removal or other cause in accordance with the SecretaryCompany’s Amended and Restated Bylaws, as amended (the “Bylaws”).
Number of Shares of Common Stock Authorized | Shares of Common Stock Issued and Outstanding | Shares of Common Stock Authorized and reserved for Issuance (1) | Shares Common Stock Authorized and Unreserved for Issuance | |
Current | 180,000,000 | 56,466,428 | 19,250,610 | 104,282,962 |
Assuming 1 for 3 reverse stock split | 180,000,000 | 18,822,143 | 6,416,870 | 154,760,987 |
Assuming 1 for 5 reverse stock split | 180,000,000 | 11,293,286 | 3,850,122 | 164,856,592 |
Assuming 1 for 10 reverse stock split | 180,000,000 | 5,646,643 | 1,925,061 | 172,428,296 |
Assuming 1 for 15 reverse stock split | 180,000,000 | 3,764,429 | 1,283,374 | 174,952,197 |
Assuming 1 for 20 reverse stock split | 180,000,000 | 2,823,322 | 962,531 | 176,214,147 |
this Proxy Statement, the positions currently held with the Company, the year their current term will expire and their current class:
Name | | | Year Initially Elected | | | Age | | | Position(s) | | | Expiration of Term | | | Class | |
Dov A. Goldstein, M.D.(2)(4) | | | 2019 | | | 53 | | | Director | | | 2021 | | | I | |
Gerry J. McDougall(3)(4) | | | 2021 | | | 54 | | | Director | | | 2022 | | | II | |
Franklyn G. Prendergast, M.D., Ph.D.(2)(4) | | | 2019 | | | 76 | | | Director | | | 2023 | | | III | |
Eric I. Richman(2)(3) | | | 2019 | | | 60 | | | Director | | | 2021 | | | I | |
Dietrich Stephan, Ph.D. | | | 2019 | | | 51 | | | Chairman, President and Chief Executive Officer | | | 2022 | | | II | |
As reflecteda principal at Aisling Capital from 2006 to 2008. Dr. Goldstein served as the Chief Financial Officer of Loxo Oncology, Inc. between July 2014 and January 2015, and was its acting Chief Financial Officer from January 2015 to May 2015. From 2000 to 2005, Dr. Goldstein served as Chief Financial Officer of Vicuron Pharmaceuticals, Inc., which was acquired by Pfizer, Inc. in September 2005. Prior to joining Vicuron, Dr. Goldstein was Director of Venture Analysis at HealthCare Ventures. Dr. Goldstein also completed an internship in the table above,Department of Medicine at Columbia-Presbyterian Hospital. He previously served as a director of ADMA Biologics, Inc. (Nasdaq: ADMA), Loxo Oncology, Inc. (Nasdaq: LOXO) (which was acquired by Eli Lilly), Esperion Therapeutics, Inc. (Nasdaq: ESPR), and Cempra, Inc. (Nasdaq: CEMP) (which was acquired by Melinta Therapeutics, Inc.). Dr. Goldstein received a B.S. from Stanford University, an M.B.A. from Columbia Business School and an M.D. from Yale School of Medicine. We believe that Dr. Goldstein’s medical training and his experience in the numberbiopharmaceutical industry as a venture capital investor, as a biotechnology executive and a member of authorized sharesthe boards of directors of other biopharmaceutical companies, as well as his experience in financial matters and his service on audit and compensation committees, qualify him to serve as a member of our common stockBoard.
As of December 11, 2018, there were approximately 252 holders of record of our common stock (although there are significantly more beneficial holders). The Company does not expect the Reverse Stock Split to result in any reduction in the number of record holders.
Effect on Authorized Preferred Stock. Currently the Company is authorized to issue up to a total of 9,416,664 shares of Preferred Stock, $.0001 par value per share (after giving effect to the conversion and cancellation of a previous issue of 5,583,336 shares of Series B Preferred), none of which are are issued and outstanding. The proposed amendment to our certificate of incorporation will not impact the total authorized number of shares of preferred stock or the par value of the preferred stock.
Effect on Voting Rights. Proportionate voting rights and other rights of the holders of common stock would not be affected by the reverse stock split. For example, a holder of 1% of the voting power of the outstanding shares of common stock immediately prior to the effective time of the Reverse Stock Split would continue to hold 1% of the voting power of the outstanding shares of common stock after the reverse stock split.
Effect on Par Value Shares and Accounting Matters. The Reverse Stock Split will not affect the par value per share of our common stock, which will remain at $0.0001 per share. As a result, asoutcome of the effective timeelection of directors.
Effect on Outstanding Options and Warrants. The Reverse Stock Split, if and when implemented, will affect outstanding options to purchase our common stock. The Company’s 2016 Consolidated 2016 Stock Plan, the Company’s 2014 Stock Incentive Plan and the Company’s 2009 Stock incentive Plan include provisions for appropriate adjustments to the number of shares of our common stock covered by the plans, as well as the per share exercise prices.good corporate practice. If the Company’s stockholders approvefail to ratify the Reverse Stock Split, an outstanding stock optionselection, the Audit Committee will reconsider whether or not to purchase one share of our common stock would thereafter evidenceretain Marcum. Even if the rightselection is ratified, the Audit Committee in its discretion may decide to purchaseappoint a fraction ofdifferent independent registered public accounting firm at any time during the year if the Audit Committee determines that such a share of our common stock consistent with the Reverse Stock Split ratio designated by the Board (rounding any fractional shares up to the nearest whole share), and the exercise price per sharechange would be a corresponding multiple of the previous exercise price (rounded down to the nearest cent). For example, if the Company effects a one-for-ten reverse stock split, a pre-split option for 10,000 shares of common stock with an exercise price of $1.00 per share would be converted post-split into an option to purchase 1,000 shares of common stock with an exercise price of $10.00 per share. Further, the number of shares of our common stock authorized and reserved for issuance under the plans will be reduced in proportion to the exchange ratio of the Reverse Stock Split.
The Company has outstanding warrants to purchase shares of its common stock. Under the terms of the outstanding warrants, the reverse stock split will effect a reduction in the number of shares of our common stock issuable upon exercise of the warrant in proportion to the exchange ratio of the Reverse Stock Split and will effect a proportionate increase in the exercise price of the outstanding warrants.
Board Discretion to Implement the Reverse Stock Split
If this proposal is approved by the stockholders, the Reverse Stock Split will be effected, if at all, only upon a determination by the Board that a reverse stock split (at a ratio determined by the Board as described above) is in the best interests of the Company and its stockholders. A representative of Marcum will be present at the Annual Meeting to make a statement and respond to appropriate questions. On October 2, 2019, the Audit Committee of the Board dismissed MaloneBailey as the Company’s independent registered public accounting firm effective as of that date. The Board’s determinationCompany then engaged CohnReznick to serve as the Company’s independent registered public accounting firm, and the Audit Committee of the Board later dismissed CohnReznick from such position effective as of February 12, 2020. The Company filed Current Reports on Form 8-K on October 3, 2019 and February 13, 2020, respectively, and a Current Report on Form 8-K/A on February 18, 2020, reporting these changes. MaloneBailey was not engaged to audit the Company’s financial statements for the fiscal year ended September 30, 2019.
| | | 2020 | | | 2019 | | ||||||
Audit Fees(1): | | | | $ | 455,620 | | | | | $ | 480,401 | | |
Audit-Related Fees(2): | | | | | — | | | | | | — | | |
Tax Fees(3): | | | | | — | | | | | | — | | |
All Other Fees(4): | | | | | — | | | | | | — | | |
Total All Fees: | | | | $ | 455,620 | | | | | $ | 480,401 | | |
Name | | | Age | | | Position | |
Dietrich Stephan, Ph.D. | | | 51 | | | President, Chief Executive Officer and Director | |
Sam Backenroth | | | 37 | | | Chief Financial Officer, Treasurer and Secretary | |
William Mann, Ph.D. | | | 60 | | | Chief Operating Officer | |
Sandra Rojas-Caro, M.D. | | | 52 | | | Chief Medical Officer | |
Kia Motesharei, Ph.D. | | | 51 | | | Chief Business and Strategy Officer | |
Name and Position | | | Year | | | Salary | | | Bonus(1) | | | Option Awards(2) | | | Non-Equity Incentive Plan Compensation | | | All Other Compensation(3) | | | Total | | |||||||||||||||||||||
Dietrich Stephan, | | | | | 2020 | | | | | $ | 441,346 | | | | | $ | 157,500(4) | | | | | $ | — | | | | | $ | — | | | | | $ | 47,475 | | | | | $ | 646,321 | | |
Ph.D., Chief Executive Officer | | | | | 2019 | | | | | $ | 135,577 | | | | | $ | 332,500 | | | | | $ | 3,347,500 | | | | | $ | — | | | | | $ | 19,199 | | | | | $ | 3,834,776 | | |
Sam Backenroth, | | | | | 2020 | | | | | $ | 320,000 | | | | | $ | 132,000(4) | | | | | $ | — | | | | | $ | — | | | | | $ | 18,524 | | | | | $ | 470,524 | | |
Chief Financial Officer | | | | | 2019 | | | | | $ | 223,539 | | | | | $ | 227,000 | | | | | $ | 2,937,107 | | | | | $ | — | | | | | $ | 18,618 | | | | | $ | 3,406,264 | | |
William Mann, Ph.D., Chief | | | | | 2020 | | | | | $ | 57,692 | | | | | $ | 107,500 | | | | | $ | 917,000 | | | | | $ | — | | | | | $ | 3,663 | | | | | $ | 1,085,855 | | |
Operating Officer | | | | | 2019(5) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Name | | | Year | | | 401(k) Company | | | Group Term | | | Health Benefits | | | Life Insurance | | | Paid Time Off Buy Back | | | Total Other Compensation | | |||||||||||||||||||||
Dietrich Stephan, Ph.D., | | | | | 2020 | | | | | | — | | | | | $ | — | | | | | $ | 21,761 | | | | | $ | 25,714 | | | | | | — | | | | | $ | 47,475 | | |
Chief Executive Officer | | | | | 2019 | | | | | | — | | | | | $ | 239 | | | | | $ | 18,960 | | | | | | — | | | | | | — | | | | | $ | 19,199 | | |
Sam Backenroth, | | | | | 2020 | | | | | | — | | | | | $ | — | | | | | $ | 18,524 | | | | | | — | | | | | | — | | | | | $ | 18,524 | | |
Chief Financial Officer | | | | | 2019 | | | | | | — | | | | | $ | 195 | | | | | $ | 18,423 | | | | | | — | | | | | | — | | | | | $ | 18,618 | | |
William Mann, Ph.D., | | | | | 2020 | | | | | | — | | | | | $ | — | | | | | $ | 3,663 | | | | | | — | | | | | | — | | | | | $ | 3,663 | | |
Chief Operating Officer | | | | | 2019 | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | |
| | | Option Awards(1) | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Non- Exercisable (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned shares, Units or Other Rights That Have Not Vested (#)(4) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | |||||||||||||||||||||||||||
Dietrich Stephan, Ph.D. | | | | | 3,311,930 | | | | | | — | | | | | | — | | | | | $ | 0.001 | | | | | | 12/31/2028(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sam Backenroth | | | | | 225,436 | | | | | | 547,487(2) | | | | | | — | | | | | $ | 5.39 | | | | | | 7/12/2029(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 17,500(3) | | | | | | — | | | | | | — | | | | | $ | 13.40 | | | | | | 10/15/2022(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
William Mann, Ph.D. | | | | | — | | | | | | 175,000(4) | | | | | | — | | | | | $ | 7.46 | | | | | | 7/27/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
The Reverse Stock Split, if deemed by the Board to bededuction limit when it believes that such compensation is in the best interests of ourthe Company and our stockholders, will be effected, if at all, no later thanstockholders.
ExchangeOhr board of Stock Certificates; Fractional Shares
As soon as practicable afterdirectors received a combination of cash compensation, in the effective timeform of annual retainers, and equity incentive compensation, in the form of stock option awards, for their service on the Ohr board of directors.
Stockholders will then receive a new certificate or certificates representing the number of shares of New Common Stock into which their shares of common stock have been converted as a result of the Reverse Stock Split. Until surrendered, outstanding stock certificates held by stockholders will be deemed for all purposes to represent the number of whole shares of New Common Stock to which such stockholders are entitled as a result of the Reverse Stock Split. Stockholders should not send their Old Certificates to the Exchange Agent until they have received the letter of transmittal. All expenses of the exchange of certificates will be borne by the Company.
The Company intends to treat shares held by stockholders in “street name,” through a bank, broker or other nominee, in the same manner as stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial or “street name” holders. However, these banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split. Stockholders holdingpurchase 227,330 shares of our common stock with an exercise price of $5.39 per share following the Merger. These options vest in equal monthly installments over a bank, brokerthree-year period and vesting of such options commenced on the effective date of the Merger.
Name | | | Cash Compensation(1) | | | Option Grants(2) | | | Stock Awards(3) | | | Total | | ||||||||||||
Dov A. Goldstein, M.D. | | | | $ | 25,000 | | | | | $ | 89,999 | | | | | $ | — | | | | | $ | 114,999 | | |
Diego Miralles, M.D.(4) | | | | $ | 25,000 | | | | | $ | 89,999 | | | | | $ | — | | | | | $ | 114,999 | | |
Franklyn G. Prendergast, M.D., Ph.D. | | | | $ | 25,000 | | | | | $ | 89,999 | | | | | $ | — | | | | | $ | 114,999 | | |
Eric I. Richman | | | | $ | 25,000 | | | | | $ | 89,999 | | | | | $ | — | | | | | $ | 114,999 | | |
Gerry McDougall(5) | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.
If Proposal 1the policy;
Under the Delaware General Corporation Law, stockholders are not entitled to dissenters' rights with respectits common stock (inclusive of 787,500 shares that were sold pursuant to the proposed amendmentunderwriters’ full exercise of their option to our certificatepurchase additional shares of incorporationthe Company’s common stock), at a price to effect the Reverse Stock Split,public of $6.00 per share. The Company received net proceeds from the offering of approximately $33.3 million, after deducting the underwriting discounts and we will not independently provide our stockholderscommissions and other estimated offering expenses payable by the Company. Entities affiliated with any such right.
Notwithstanding the changeGreenlight Capital, Inc. (“Greenlight Inc.”) purchased 525,000 shares of common stock in the numberpublic offering at the public offering price of outstanding$6.00 per share. On April 26, 2021, the Company closed an underwritten public offering of 9,200,000 shares followingof its common stock (including shares of common stock purchased by the Reverse Stock Split, this transactionunderwriters pursuant to the exercise of their option to cover over-allotments) at a price to the public of $5.00 per share. The Company received gross proceeds of $46.0 million from the offering before deducting the underwriting discounts and commissions and offering expenses payable by NeuBase. Entities affiliated with Greenlight Capital, Inc. (“Greenlight Inc.”) purchased 700,000 shares of common stock in the public offering at the public offering price of $5.00 per share. Greenlight Inc. is not the first step in a seriesinvestment manager of plans or proposalsGreenlight Capital Qualified, L.P., Greenlight Capital, L.P. and Greenlight Capital Offshore Partners and is affiliated with DME Capital Management, LP and DME Advisors, LP, each of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
Certain Risks Associated with a Reverse Splitwhom are investment advisors to certain of our Common Stock
There are numerous factors and contingencies that could affect our share price followingstockholders. These stockholders form a reverse splitgroup
The following are some of the possible disadvantages of a Reverse Stock Split:
Interests of Certain Persons in the Proposal
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal 1 except“Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
Certain Material U.S. Federal Income Tax ConsequencesOhr capital stock: in favor of the Reverse Stock Split
The following is a summary of certain material U.S. federal income tax consequencesadoption of the Reverse Stock Split. This summary is based uponMerger Agreement and the provisionsapproval of the Internal Revenue Codetransactions contemplated thereby, including the Merger and the issuance of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, administrative rulings and judicial decisions as of the date hereof, all of which may change, possibly with retroactive effect, resulting in U.S. federal income tax consequences that may differ from those discussed below. This discussion is included for general information purposes only and does not address all aspects of federal income taxation that may be relevant to stockholders that may be subject to special tax rules, including, without limitation: (i) holders subject to the alternative minimum tax; (ii) banks, insurance companies, or other financial institutions; (iii) tax-exempt organizations; (iv) dealers in securities or commodities; (v) regulated investment companies or real estate investment trusts; (vi) partnerships (or other flow-through entities for US. federal income tax purposes and their partners or members); (vii) traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; (viii) U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar; (ix) persons holding ourOhr common stock asand a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (x) persons who acquire sharesreverse stock split of our common stock in connection with, employmentor related to, the consummation of the Merger; against any action or agreement that, to the knowledge of such securityholders, would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Ohr or any of its subsidiaries or affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to Ohr’s or any of its subsidiaries’ or affiliates’ obligations under the Merger Agreement not being fulfilled; and against any “acquisition proposal,” or any agreement, transaction or other performance of services; (xi) U.S. expatriates; (xii) controlled foreign corporations; or (xiii) passive foreign investment companies. In addition, this summary does not address the tax consequences arising under the laws of any foreign, state or local jurisdiction and U.S. federal tax consequences other than federal income taxation. This discussion also assumesmatter that the shares of our common stock were, and the shares of our common stock received pursuant to the reverse stock split will be, held as “capital assets” (as defined in the Code). If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a holder that is a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership.
We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the United States federal income tax consequences of the reverse stock split and there can be no assurance the IRS will not challenge the statements set forth below or that a court would not sustain any such challenge. EACH HOLDER OF COMMON STOCK SHOULD CONSULT SUCH STOCKHOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH STOCKHOLDER.
For purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of our common stock that for U.S. federal income tax purposes is: (1) an individual citizen or resident of the United States; (2) a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state or political subdivision thereof; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust, the administration of which is subject to the primary supervision of a U.S. court and as to which one or more U.S. persons have the authority to control all substantial decisions of the trust, or that has a valid election in effect to be treated as a U.S. person. A “Non-U.S. Holder” is a beneficial owner (other than a partnership) of shares of our common stock who is not a U.S. Holder.
The Reverse Stock Split is intended to, constitute a reorganization withinor would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the meaning of Section 368(a)consummation of the Code. AssumingMerger and all other transactions contemplated by the reverse stock split qualifies as a reorganization, no gain or loss should be recognized by a stockholder uponMerger Agreement. Such securityholders also agreed not to take any actions inconsistent with the reverse stock split. In general, the aggregate tax basisforegoing obligations, except in the shares of our common stock received pursuant to the reverse stock split should equal the aggregate tax basis of the shares of our common stock surrendered (including any whole share in exchange for a fractional share). The stockholder’s holding period in the shares of our common stock received should include the holding period in the shares of our common stock surrendered pursuant to the reverse stock split. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse stock split. Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.
TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH STOCKHOLDER. ACCORDINGLY, EACH STOCKHOLDER IS ADVISED TO CONSULT THE STOCKHOLDER’S TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO THE STOCKHOLDER OF A REVERSE STOCK SPLIT.
The affirmative vote of a majority of the shares of our common stock issued and outstanding on the record date is required to approve the amendment to our certificate of incorporation to accomplish the reverse stock split of our common stock.
THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ADOPTION OF PROPOSAL 1 TO EFFECT A REVERSE STOCK SPLIT OF THE SHARES OF COMMON STOCK.
Notwithstanding Stockholder approval of Proposal 1, the Board may abandon Proposal 1 without further stockholder action.
APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL
PROXIES
Adjournment of the Special Meeting
In the event that the numberBoard withdrew or modified its recommendation of the Merger.
If a quorum is present, approvalconsummation of the proposalmerger and all other transactions contemplated by the Merger Agreement. Such securityholders also agreed not to adjourntake any actions inconsistent with the Special Meeting to a later date requires the affirmative vote of the majority of the votes cast on the proposal.
THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” ADOPTIONforegoing obligations.
In accordance with Securities and Exchange Commission rules, beneficial ownership includes any shares for which a person or entity has sole or shared voting power or investment power and any shares for which the person or entity has the right to acquire beneficial ownership within 60 days after December 11, 2018 through the exercise of any option, warrant or otherwise.Record Date. Except as notedindicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to theall shares of common stock set forth opposite their names. Percentagethat they beneficially own, subject to applicable community property laws.
Name and Address of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Class (%)(1) | | ||||||
Dietrich Stephan, Ph.D.(2) | | | | | 4,610,274 | | | | | | 12.8% | | |
Greenlight Capital, Inc.(3) | | | | | 1,903,227 | | | | | | 5.8% | | |
Directors and Named Executive Officers(4) | | | | | | | | | | | | | |
Sam Backenroth, Chief Financial Officer(5) | | | | | 434,195 | | | | | | 1.3% | | |
William Mann, Ph.D., Chief Operating Officer | | | | | 5,000 | | | | | | * | | |
Sandra Rojas-Caro, M.D., Chief Medical Officer | | | | | — | | | | | | * | | |
Kia Motesharei, Ph.D., Chief Business and Strategy Officer | | | | | — | | | | | | * | | |
Dov A. Goldstein, M.D., Director(6) | | | | | 187,868 | | | | | | * | | |
Gerry J. McDougall, Director | | | | | — | | | | | | * | | |
Franklyn G. Prendergast, M.D., Ph.D., Director(7) | | | | | 157,868 | | | | | | * | | |
Eric I. Richman, Director (8) | | | | | 198,948 | | | | | | * | | |
All current executive officers and directors as a group (nine persons) | | | | | 5,594,153 | | | | | | 15.2% | | |
Name and Address of Beneficial Owner | Shares Owned | Right to Acquire | Common and Warrant or Option Shares Owned Beneficially | Fully Diluted Ownership Percentage(1) | |||||||||
Orin Hirschman(2) | 2,530,468 | 427,334 | 2,957,802 | 5.2 | % | ||||||||
Jason Slakter(3) | 2,263,622 | 410,001 | 2,673,623 | 4.7 | % | ||||||||
Sam Backenroth(4) | 212,596 | 343,334 | 555,930 | 1.0 | % | ||||||||
June Almenoff(5) | 16,900 | 257,333 | 274,233 | * | |||||||||
Thomas Riedhammer(6) | 8,000 | 257,333 | 265,333 | * | |||||||||
Michael Ferguson(7) | — | 375,000 | 375,000 | * | |||||||||
All Officers and Directors as a Group | 5,031,586 | 2,070,335 | 7,101,921 | 12.5 | % |
* Less
To the Company’s knowledge, based solely on our review of the copies of such reports filed with the SEC, our officers, directors and greater than 10% stockholders timely complied with these Section 16(a) filing requirements during the fiscal year ended September 30, 2020. STOCKHOLDER PROPOSALS Stockholder proposals will be considered for inclusion in the Proxy Statement for the 2022 annual meeting of stockholders (the “2022 Annual Meeting”) in accordance with Rule 14a-8 under the Exchange Act, if they are received by the Company’s Secretary, on or before March 4, 2022. If the date of the 2022 Annual Meeting changes by more than 30 days from the first anniversary date of the Annual Meeting, then the deadline to submit a stockholder proposal will be a reasonable time before the Company begins to print and send its proxy materials. Upon such an occurrence, the Company will publicly announce the deadline for submitting a stockholder proposal by means of disclosure in a press release or in a document filed with the SEC. Stockholders who intend to present a proposal or director nominee at the 2022 Annual Meeting without inclusion of such proposal in our proxy materials for the 2022 Annual Meeting are required to provide notice of such proposal within the time periods and in the manner set forth in our Bylaws and the Charter of the Nominating and Corporate Governance Committee, a copy of which is available on our corporate website at https://ir.neubasetherapeutics.com/corporate-governance/governance-documents. Proposals of |
Management does not know of any business to be transactedconducted at the meeting other than as indicated herein.
If you will need special assistance at2022 Annual Meeting must be received by the Special Meeting because of a disability, or if you require directions to the Meeting, please contact Sam Backenroth, the Corporate Secretary of the Company at (212) 682-8452.
New York, New York
December , 2018
Appendix A
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
OHR PHARMACEUTICAL, INC.
Pursuant to Section 242the principal executive offices of the General Corporation LawCompany not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the State of Delaware, Ohr Pharmaceutical, Inc.,Annual Meeting. However, notwithstanding any adjournment or a corporation organized under and existing by virtuepostponement of the General Corporation Law2022 Annual Meeting if notice thereof has been given or a public announcement thereof has been made, in the event that the date of
1. The namebusiness on the 120th day prior to the 2022 Annual Meeting and (B) not later than the close of business on the corporation is Ohr Pharmaceutical, Inc. (the “Corporation”).
2. The original namelater of (y) the Corporation was Holdco Inc.90th day prior to the 2022 Annual Meeting and (z) the 10th day following the day on which public announcement of the date of filing the original Certificate2022 Annual Meeting is first made. We reserve the right to reject, rule out of Incorporationorder, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.
3. The provisionsInternet Availability of Proxy Materials (the “Notice”), this Proxy Statement or our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the “2020 Annual Report”) is being delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the “FOURTH”stockholders. We will deliver promptly, upon written or oral request, a separate copy of the CertificateNotice, this Proxy Statement or the 2020 Annual Report to a stockholder at a shared address to which a single copy of Incorporationthe document was delivered. Stockholders sharing an address who are amendedreceiving multiple copies of notices of internet availability of proxy materials, proxy statements or annual reports may also request delivery of a single copy. To request separate or multiple delivery of these materials now or in the future, a stockholder may submit a written request to Secretary of NeuBase Therapeutics, Inc., 350 Technology Drive, Pittsburgh, Pennsylvania 15219. Please make your request no later than July 31, 2021 to facilitate timely delivery.
“Effective upon the effective time of this Certificate of Amendment of Certificate of Incorporation with theaddress: Secretary of StateNeuBase Therapeutics, Inc., 350 Technology Drive, Pittsburgh, Pennsylvania 15219. You may also access these filings at our web site under the investor relations link at https://ir.neubasetherapeutics.com/sec-filings.
Each stock certificate that, immediately prior to the Split Effective Time, represented shares of common stock that were issued and outstanding immediately prior to the Split Effective Time shall, from and after the Split Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of common stock after the Split Effective Time into which the shares of common stock formerly represented by such certificate shall have been reclassified (as well as the right to receive rounded up shares of common stock in lieu of fractional shares after the Split Effective Time).”
4. This Certificate of Amendment shall be effective [ ], 201[ ] at [ ] [ A.M./P.M ] Eastern Time.
5. This amendment of the Certificate of Incorporation herein certified has been duly adapted in accordance with the provisions of Section 242judgment of the Delaware General Corporation Law.
Dated: 20__
By:
Name:
Title:
PRELIMINARY COPY—SUBJECT
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