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 March 31, 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 May 6, 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	14

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19

ITEM 4.	CONTROLS AND PROCEDURES	20

PART II.		21

ITEM 1.	LEGAL PROCEEDINGS	21

ITEM 1A.	RISK FACTORS	22

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	28

ITEM 4.	MINE SAFETY DISCLOSURES	28

ITEM 5.	OTHER INFORMATION	28

ITEM 6.	EXHIBITS	29

SIGNATURES		30

-i-

Table of Contents

PART I.

ITEM 1. FINANCIAL STATEMENTS

NeuBase Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31,		September 30,
	2022		2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	38,958,116	$	52,893,387
Prepaid insurance		109,762		499,061
Other prepaid expenses and current assets		1,151,979		1,536,186
Total current assets		40,219,857		54,928,634

EQUIPMENT, net		2,429,732		2,463,882

OTHER ASSETS
Investment		—		415,744
Right-of-use asset, operating lease asset		5,883,956		5,945,295
Security deposit		273,215		253,615
Other long-term assets		—		160,423
Total other assets		6,157,171		6,775,077

TOTAL ASSETS	$	48,806,760	$	64,167,593

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,621,243	$	1,807,885
Accrued expenses and other current liabilities		2,702,387		1,747,746
Insurance note payable		—		148,385
Operating lease liabilities		548,011		382,576
Finance lease liabilities		113,564		107,632
Total current liabilities		4,985,205		4,194,224

Long-term operating lease liability		5,608,737		5,794,096
Long-term finance lease liability		49,816		109,500
TOTAL LIABILITIES		10,643,758		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 March 31, 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 March 31, 2022 and September 30, 2021, respectively		3,225		3,272
Additional paid-in capital		124,780,525		123,034,404
Accumulated deficit		(86,620,748)		(68,967,903)
Total stockholders’ equity		38,163,002		54,069,773

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	48,806,760	$	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 March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
OPERATING EXPENSES
General and administrative	$	3,093,713	$	2,721,640	$	6,029,423	$	5,363,110
Research and development		6,835,670		3,174,129		11,204,927		5,194,053
TOTAL OPERATING EXPENSES		9,929,383		5,895,769		17,234,350		10,557,163

LOSS FROM OPERATIONS		(9,929,383)		(5,895,769)		(17,234,350)		(10,557,163)

OTHER INCOME (EXPENSE)
Interest expense		(3,316)		(6,460)		(18,535)		(16,197)
Interest income		3,445		9,466		4,699		9,466
Change in fair value of warrant liabilities		—		90,597		—		720,709
Equity in losses on equity method investment		—		(36,127)		(415,744)		(61,539)
Other income, net		5,225		316,724		11,085		316,724
Total other income (expense), net		5,354		374,200		(418,495)		969,163

NET LOSS	$	(9,924,029)	$	(5,521,569)	$	(17,652,845)	$	(9,588,000)

BASIC AND DILUTED LOSS PER SHARE	$	(0.30)	$	(0.24)	$	(0.54)	$	(0.41)

WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED		32,683,263		23,179,646		32,704,724		23,176,877

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 Stockholders’ Equity

For the Three and Six Months Ended March 31, 2022 and 2021

(Unaudited)

Additional

Total

Common Stock

Paid-In

Stockholders'

Shares

Amount

Capital

Accumulated Deficit

Equity

Balance as of September 30, 2021

32,721,493

SEC Form 10-Q filed by NeuBase Therapeutics Inc.