UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 8-K/A

(Amendment No. 1) 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 9, 2020

NeuBase Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

001-35963

46-5622433

(State or Other Jurisdiction
of Incorporation) 		(Commission
File Number) 		(I.R.S. Employer
Identification No.)

 

700 Technology Drive, Pittsburgh, PA 15219
(Address of Principal Executive Offices) (Zip Code)

 

  (646) 450-1790  
(Registrant's Telephone Number, Including Area Code)

 

  N/A  
(Former Name or Former Address, if Changed Since
Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share NBSE The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2020 (the “Form 8-K”), NeuBase Therapeutics, Inc. (the “Company”) dismissed CohnReznick LLP (“CohnReznick”) as the Company’s independent registered public accounting firm, effective as of February 12, 2020. The dismissal of CohnReznick was approved by the Audit Committee of the Board of Directors of the Company.

 

In accordance with Item 304(a)(3), the Company provided CohnReznick with a copy of the disclosure in the Form 8-K and requested that CohnReznick furnish it with a letter addressed to the SEC stating whether it agrees with the statements contained therein, and if not, stating the respects in which it does not agree. A copy of CohnReznick’s letter to the SEC, dated February 18, 2020, is attached as Exhibit 16.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

16.1 Letter of CohnReznick LLP, dated February 18, 2020

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  NEUBASE THERAPEUTICS, INC.
  (Registrant)
   
Date: February 18, 2020 By:  /s/ Sam Backenroth   
    Sam Backenroth
Chief Financial Officer

 

 

Exhibit 16.1

 

February 18, 2020

 

 

Securities and Exchange Commission

100 F Street NE
Washington, DC 20549

 

 

Ladies and Gentlemen:

 

We have read the statements made by Neubase Therapeutics, Inc. (the “Company”), set forth in Item 4.01 of the Company’s Current Report on Form 8-K, dated February 13, 2020 (the “Form 8-K”). We agree with the statements concerning our Firm contained in such Item 4.01, except as follows:

 

· We have no basis to agree or disagree with the statement made in the first paragraph under Item 4.01, Changes in Registrant’s Certifying Accountant.

 

· We disagree with the first sentence of the third paragraph under Item 4.01, Changes in Registrant’s Certifying Accountant. We had a disagreement with certain personnel of the Company responsible for the presentation of its financial statements over the materiality of errors in the Company’s December 31, 2018 interim financial statements and whether a restatement of such interim financial statements was necessary.

 

· We have no basis to agree or disagree with the statement made in the second sentence of the third paragraph under Item 4.01, Changes in Registrant’s Certifying Accountant.

 

· We have no basis to agree or disagree with the statement made in the second sentence of the eighth paragraph under Item 4.01, Changes in Registrant’s Certifying Accountant.

 

· We have no basis to agree or disagree with the statements made in the ninth paragraph under Item 4.01, Changes in Registrant’s Certifying Accountant.

 

This letter does not comment on the Company’s statements in Item 4.02 of the Form 8-K.

 

 

Very truly yours,

 

/s/ CohnReznick LLP