NeuBase Therapeutics, Inc. entered into a definitive merger agreement to acquire OHR Pharmaceutical, Inc. in a reverse merger transaction.
January 02, 2019
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NeuBase Therapeutics, Inc. entered into a definitive merger agreement to acquire OHR Pharmaceutical, Inc. (NasdaqCM:OHRP) in a reverse merger transaction on January 2, 2019. Under the deal, the stockholders of NeuBase would become the majority holders of the combined company. NeuBase Therapeutics entered into definitive agreements for $9 million financing that will close immediately prior to the closing of the transaction. The financing will consist of $8.4 million in commitments to purchase NeuBase common stock and the conversion of $600,000 in convertible notes issued after the Ohr merger announcement, for a total of $9.0 million, which was the maximum amount of the offering. Upon closing of the transaction, the combined company will change its name to NeuBase Therapeutics, Inc. and propose its trading symbol on the NASDAQ be changed to “NBSE”. If the deal gets terminated then NeuBase and OHR will pay a fee of $0.25 million. The executive team of NeuBase will serve as the executive team of the combined company, led by Dietrich A. Stephan as Chief Executive Officer. The team will comprise of Dietrich Stephan, Sam Backenroth, Dov A. Goldstein, Diego Miralles, Franklyn G. Prendergast, Eric I. Richman. As per the announcement made on May 16, 2019, NeuBase Therapeutics announced the four members to its Borad of Directors which include Dov A. Goldstein, Diego Miralles, Franklyn Prendergast and Eric Richman, to become effective on the closing of the merger and together with Dietrich A. Stephan will comprise the entire board of directors for the combined company.
The merger is subject to the approval of OHR Pharmaceutical’s and NeuBase’s shareholders at a special meeting of shareholders, which is expected to occur in the first half of 2019, along with the satisfaction or waiver of other customary conditions including but not limited to antitrust approvals, execution of employment agreement, effectiveness of registration statement, limitations on rights of dissenters, resignation of OHR Directors, cancellation of certain options and minimum balance sheet requirements. As of June 6, 2019, Ohr Pharmaceutical announced that special meeting of stockholders to be held on July 10, 2019. The Board of Directors of both NeuBase Therapeutics and OHR Pharmaceutical have approved the proposed transaction. As on January 18, 2019, the shareholders of OHR Pharmaceutical approved the reverse stock split of OHR Pharmaceuticals shares. As of March 8, 2019, registration statement became effective. Certain NeuBase securityholders that beneficially own or control approximately 76.12% of the voting power of NeuBase's outstanding capital stock have entered into support agreement. As of July 3, 2019, the overwhelming majority of OHR Pharmaceutical stockholders who have submitted their votes have voted in favor of the merger and other proposals. However, more votes are needed to meet the required threshold for the merger to be completed. As of July 10, 2019, the transaction has been approved by Ohr’s stockholders at a special meeting held on July 10, 2019. The transaction is expected to close in the second quarter of calendar year 2019. As per filing on July 3, 2019, the transaction is expected to close on August 31, 2019. As of July 10, 2019, the transaction is expected to close during the week of July 15, 2019.
Roth Capital Partners, LLC is acting as financial advisor and also provided fairness opinion to OHR Pharmaceutical. Aurora Cassirer, Esq. and Joseph Walsh, Esq. of Troutman Sanders LLP is serving as legal counsel to OHR Pharmaceutical. Tribal Capital Markets, LLC is acting as financial advisor and Jeffrey T. Hartlin, Esq., Eldredge, Samantha H, Bandrowsky and Stephen of Paul Hastings LLP is serving as legal counsel to NeuBase. OHR Pharmaceutical agreed to pay Roth Capital a fee of $0.175 million for rendering its opinion and an additional fee of $0.35 million contingent upon closing of the transaction and against which the $0.05 million retainer and $0.175 million opinion fee will be credited. Morrow & Co., LLC acted as information agent to OHR Pharmaceutical and will receive a fee of $0.0125 million. Standard Registrar & Transfer Company, Inc. acted as information agent to OHR Pharmaceutical.
NeuBase Therapeutics, Inc. is a preclinical-stage biotechnology company. It is developing a modular peptide-nucleic acid (PNA) antisense oligo (PATrOL) platform to address genetic diseases, with a single, cohesive approach. The Companyâs programs are NT-0100 in HD, NT-0200 in myotonic dystrophy type 1 (DM1) and NT-0300 in KRAS-driven cancers. The NT-0100 program is a PATrOL-enabled therapeutic program being developed to target the mutant expansion in the HD DNA or RNA. The NT-0200 program is a PATrOL-enabled therapeutic program being developed to target the mutant expansion in the DM1 disease RNA. The NT-0300 program is a PATrOL-enabled therapeutic program being developed to target the mutated KRAS gene. It uses its platform to address diseases which have a genetic source, with an initial focus on gene silencing in DM1, Huntingtonâs disease (HD), and oncology and in gene editing applications. It also focused on identifying and evaluating multiple indications for potential development.