SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stephan Dietrich A

(Last)

(First)

(Middle)

C/O 700 TECHNOLOGY DRIVE, THIRD FLOOR

(Street)

PITTSBURGH

15219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NeuBase Therapeutics, Inc. [ NBSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	07/12/2019		A		2,547,639	A	⁽¹⁾	2,547,639	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$0.001	07/12/2019		A		3,311,930		07/12/2019	12/31/2028	Common stock	3,311,930	⁽³⁾	3,311,930	D

Explanation of Responses:

1. Shares of common stock of the corporation formerly known as NeuBase Therapeutics, Inc. ("NeuBase") were converted into shares of common stock of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger"), dated as of January 2, 2019, by and among the Issuer, Ohr Acquisition Corp., and NeuBase, as amended (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of NeuBase common stock was exchanged for 1.019055643 shares of the Issuer's common stock. Immediately following the merger, the Issuer changed its name to NeuBase Therapeutics, Inc.

2. Shares held directly by Lipizzaner LLC, of which Dr. Stephan is the sole member.

3. Received in the Merger in exchange for an employee stock option to acquire 3,250,000 shares of Issuer common stock for $0.001 per share.

	/s/ Dietrich Stephan	07/16/2019
	** Signature of Reporting Person	Date
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