SEC Form SC 13G/A filed by NeuBase Therapeutics Inc. (Amendment)
$NBSE
Biotechnology: Pharmaceutical Preparations
Health Care
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
NeuBase Therapeutics, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
64132K102
|
(CUSIP Number)
|
December 31, 2021
|
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1
|
Names of Reporting Persons.
Greenlight Capital, Inc.
|
|||
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|||
|
(a) [ ]
|
||||
|
(b) [ ]
|
||||
|
3
|
SEC Use Only
|
|||
|
4
|
Citizenship or Place of Organization.
Delaware
|
|||
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|||
|
6 Shared Voting Power
1,271,596 shares
|
||||
|
7 Sole Dispositive Power
0 shares
|
||||
|
8 Shared Dispositive Power
1,271,596 sshares
|
||||
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,271,596 sshares
|
|||
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|||
|
11
|
Percent of Class Represented by Amount in Row (9)
3.9%
|
|||
|
12
|
Type of Reporting Person (See Instructions)
IA
|
|||
|
1
|
Names of Reporting Persons.
DME Capital Management, LP
|
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a) [ ]
|
||
|
(b) [ ]
|
||
|
3
|
SEC Use Only
|
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
|
6 Shared Voting Power
1,094,631 shares
|
||
|
7 Sole Dispositive Power
0 shares
|
||
|
8 Shared Dispositive Power
1,094,631 shares
|
||
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,094,631 shares
|
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)
3.3%
|
|
|
12
|
Type of Reporting Person (See Instructions)
IA
|
|
|
1
|
Names of Reporting Persons.
DME Advisors LP
|
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a) [ ]
|
||
|
(b) [ ]
|
||
|
3
|
SEC Use Only
|
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
|
6 Shared Voting Power
360,800 shares
|
||
|
7 Sole Dispositive Power
0 shares
|
||
|
8 Shared Dispositive Power
360,800 shares
|
||
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
360,800 shares
|
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)
1.1%
|
|
|
12
|
Type of Reporting Person (See Instructions)
IA
|
|
|
1
|
Names of Reporting Persons.
DME Advisors GP, LLC
|
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a) [ ]
|
||
|
(b) [ ]
|
||
|
3
|
SEC Use Only
|
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
|
6 Shared Voting Power
1,455,431 shares
|
||
|
7 Sole Dispositive Power
0 shares
|
||
|
8 Shared Dispositive Power
1,455,431 shares
|
||
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,455,431 shares
|
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)
4.4%
|
|
|
12
|
Type of Reporting Person (See Instructions)
HC
|
|
|
1
|
Names of Reporting Persons.
David Einhorn
|
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a) [ ]
|
||
|
(b) [ ]
|
||
|
3
|
SEC Use Only
|
|
|
4
|
Citizenship or Place of Organization.
U.S. Citizen
|
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
0 shares
|
|
|
6 Shared Voting Power
2,727,027 shares
|
||
|
7 Sole Dispositive Power
0 shares
|
||
|
8 Shared Dispositive Power
2,727,027 shares
|
||
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,727,027 shares
|
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)
8.3%
|
|
|
12
|
Type of Reporting Person (See Instructions)
HC
|
|
AMENDMENT NO. 2 TO SCHEDULE 13G
This Amendment No. 2 (the “Amendment”) to Schedule 13G relating to common stock,
par value $0.0001 per share (“Common Stock”) of NeuBase Therapeutics, Inc., a Delaware corporation (the “Company” or the “Issuer”), is
being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13G filed with the SEC on July 16, 2019, as amended on February 16, 2021. This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors, LP, a Delaware limited
partnership (“DME Advisors”), DME Advisors GP, LLC, a Delaware limited liability company (“DME GP” and together with Greenlight Inc., DME CM and DME Advisors, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
This Amendment relates to Common Stock of the Issuer held by Greenlight for the account of private
investment funds (the “Greenlight Accounts”) for which Greenlight acts as investment advisor or manages a portfolio (or serves as general partner of the investment advisor or manager of the portfolio) and with respect to which Mr. Einhorn may be deemed to have indirect investment and/or voting power as the principal of Greenlight and other affiliated entities. DME GP is the general partner of DME CM.
The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial
ownership except to the extent of its pecuniary interest in any shares of Common Stock, if applicable.
This Amendment is being filed to amend and restate Item 4.
|
Item 4.
|
Ownership
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount
Beneficially Owned
The information set forth in rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting
Person.
(b) Percent of
Class
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each
such Reporting Person. The percentages reported herein are calculated on the basis of a statement in the Company’s Annual Report on Form 10-K, filed with the SEC on December 23, 2021, that there were 32,725,934 shares of Common Stock outstanding as of
December 15, 2021.
(c) Number of
shares as to which such person has:
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each
such Reporting Person.
|
Exhibits
|
Exhibit
|
|
99.1
|
Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with
respect to the Company on July 16, 2019.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
|
Date:
|
February 14, 2022
|
|
GREENLIGHT CAPITAL, INC.
|
|
|
By: /s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
Chief Operating Officer
|
|
|
DME CAPITAL MANAGEMENT, LP
|
|
|
By: DME Advisors GP, LLC,
|
|
|
its General Partner
|
|
|
By: /s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
Chief Operating Officer
|
|
|
DME ADVISORS, LP
|
|
| By: DME Advisors GP, LLC, |
|
| its General Partner | |
|
By: /s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
Chief Operating Officer
|
|
|
DME ADVISORS GP, LLC
|
|
|
By: /s/ DANIEL ROITMAN
|
|
|
Daniel Roitman
Chief Operating Officer
|
|
|
/s/ DANIEL ROITMAN*
|
|
|
Daniel Roitman, on behalf of David Einhorn
|
* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn’s behalf, filed as
Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.