UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from___ to___.

Commission File Number 001-35963

NEUBASE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-5622433
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

350 Technology Drive, Pittsburgh, PA 15219

(Address of principal executive offices and zip code)

(412) 763-3350

(Registrant’s telephone number, including area code)

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, $0.0001 par value per share		NBSE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 5, 2022, 32,258,657 shares of the common stock, par value $0.0001, of the registrant were outstanding.

Table of Contents

Table of Contents


PART I.		1

ITEM 1.	FINANCIAL STATEMENTS	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19

ITEM 4.	CONTROLS AND PROCEDURES	19

PART II.		20

ITEM 1.	LEGAL PROCEEDINGS	20

ITEM 1A.	RISK FACTORS	21

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	27

ITEM 4.	MINE SAFETY DISCLOSURES	27

ITEM 5.	OTHER INFORMATION	27

ITEM 6.	EXHIBITS	28

SIGNATURES		29

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Table of Contents

PART I.

ITEM 1. FINANCIAL STATEMENTS

NeuBase Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


	June 30,		September 30,
	2022		2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	29,846,825	$	52,893,387
Prepaid insurance		460,804		499,061
Other prepaid expenses and current assets		1,314,057		1,536,186
Total current assets		31,621,686		54,928,634

EQUIPMENT, net		2,351,286		2,463,882

OTHER ASSETS
Investment		—		415,744
Right-of-use asset, operating lease asset		5,750,602		5,945,295
Security deposit		273,215		253,615
Other long-term assets		—		160,423
Total other assets		6,023,817		6,775,077

TOTAL ASSETS	$	39,996,789	$	64,167,593

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,655,789	$	1,807,885
Accrued expenses and other current liabilities		1,868,860		1,747,746
Insurance note payable		—		148,385
Operating lease liabilities		560,252		382,576
Finance lease liabilities		115,652		107,632
Total current liabilities		4,200,553		4,194,224

Long-term operating lease liability		5,463,797		5,794,096
Long-term finance lease liability		20,108		109,500
TOTAL LIABILITIES		9,684,458		10,097,820

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2022 and September 30, 2021		—		—
Common stock, $0.0001 par value; 250,000,000 shares authorized; 32,258,657 and 32,721,493 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively		3,225		3,272
Additional paid-in capital		125,421,571		123,034,404
Accumulated deficit		(95,112,465)		(68,967,903)
Total stockholders’ equity		30,312,331		54,069,773

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	39,996,789	$	64,167,593

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

NeuBase Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
OPERATING EXPENSES
General and administrative	$	3,603,999	$	3,470,104	$	9,633,422	$	8,833,214
Research and development		4,756,609		2,480,961		15,961,536		7,675,014
Research and development, Vera acquisition		—		2,888,029		—		2,888,029
TOTAL OPERATING EXPENSES		8,360,608		8,839,094		25,594,958		19,396,257

LOSS FROM OPERATIONS		(8,360,608)		(8,839,094)		(25,594,958)		(19,396,257)

OTHER INCOME (EXPENSE)
Interest expense		(2,819)		(3,074)		(21,354)		(19,271)
Interest income		37,147		2,054		41,846		11,520
Change in fair value of warrant liabilities		—		215,547		—		936,256
Equity in losses on equity method investment		—		(37,215)		(415,744)		(98,754)
Other (expense) income, net		(165,437)		(1,087)		(154,352)		315,637
Total other income (expense), net		(131,109)		176,225		(549,604)		1,145,388

NET LOSS	$	(8,491,717)	$	(8,662,869)

SEC Form 10-Q filed by NeuBase Therapeutics Inc.