Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective January 1, 2022, the Board of Directors (the "Board") of NeuBase
Therapeutics, Inc. (the "Company") appointed Eric Ende, M.D., to the Board as a
Class III director of the Company.
Dr. Ende, age 53, is the President of Ende BioMedical Consulting Group, Inc., a
privately held consulting company focused on the life sciences industry, a
position he has held since 2009. Since May 2017, Dr. Ende has been a member of
the board of directors of Matinas BioPharma, Inc. (NYSE: MTNB), a clinical-stage
biopharmaceutical company, where he chairs the Compensation Committee and serves
on the Audit and Nominating & Corporate Governance Committees. Since December
2018, Dr. Ende has been a member of the board of directors of Avadel plc
(Nasdaq: AVDL), a clinical-stage biopharmaceutical company, where he chairs the
Nominating & Corporate Governance Committee and serves on the Audit Committee.
From November 2019 to June 2020, Dr. Ende served on the board of directors of
Progenics Pharmaceuticals, Inc. (Nasdaq: PGNX), a biopharmaceutical company,
where he also chaired the Compensation Committee and was a member of the Audit
and Science Committees. From 2010 to 2011, Dr. Ende served on the board of
directors and as a member of the Audit and Risk Management Committees of Genzyme
Corp. (Nasdaq: GENZ), a biotechnology company, until it was acquired in 2011 by
Sanofi S.A. From 2002 through 2008, Dr. Ende was the senior biotechnology
analyst at Merrill Lynch; from 2000 through 2002, he was the senior
biotechnology analyst at Bank of America Securities; and from 1997 to 2000, he
was a biotechnology analyst at Lehman Brothers. Dr. Ende received an MBA in
Finance and Accounting from NYU - Stern Business School in 1997, an MD from
Mount Sinai School of Medicine in 1994, and a BS in Biology and Psychology from
Emory University in 1990.
In accordance with the Company's outside director compensation policy (the
"Director Compensation Policy") and in connection with Dr. Ende's appointment to
the Board, on January 3, 2022, Dr. Ende will be granted a stock option to
purchase shares of Company common stock having a grant date fair value of
$320,000, rounded down to the nearest whole share, with an exercise price equal
to the fair market value of the Company's common stock on the date of grant.
Twenty-five percent of the shares subject to the option will vest on the
one-year anniversary of the grant date, and the remaining portion of the shares
subject to the option will vest on an equal monthly basis over the following 36
months, in each case subject to Dr. Ende's continuous service through such date
and subject to acceleration as described in the Director Compensation Policy.
As a non-employee director of the Company, Dr. Ende will also be entitled to
receive cash compensation for his service on the Board and any committees on
which he serves, as well as (beginning on the first business day following the
Company's 2022 annual meeting of stockholders) an annual stock option award, in
each case in accordance with the terms of the Director Compensation Policy. The
full text of the Director Compensation Policy was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 11, 2020 and is incorporated herein by reference.
The Company also entered into an indemnity agreement with Dr. Ende in the same
form as its standard form of indemnification agreement with its other directors.
There are no family relationships between Dr. Ende and any director or executive
officer of the Company, and he was not selected by the Board to serve as a
director pursuant to any arrangement or understanding with any person. Dr. Ende
has not engaged in any transaction that would be reportable as a related party
transaction under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On January 5, 2022, the Company issued a press release announcing the
appointment of Dr. Ende to the Board. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
Exhibit No. Description
99.1 Press Release, dated January 5, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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