UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
NeuBase Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
64132K102
(CUSIP Number)
July 12, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ 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.
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).
SCHEDULE 13G Page 2 of 4
| CUSIP No. 64132K102 | |
| (1) Names of reporting persons | Shivaji Thadke |
(2) Check the appropriate box if a member of a group (see instructions) (a) ☐ |
|
| (3) SEC use only | |
| (4) Citizenship or place of organization | India |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 1,019,055 |
| (6) Shared voting power | 0 |
| (7) Sole dispositive power | 1,019,055 |
| (8) Shared dispositive power | 0 |
| (9) Aggregate amount beneficially owned by each reporting person | 1,019,055 |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 6.0% |
| (12) Type of reporting person (see instructions) | IN |
SCHEDULE 13G Page 3 of 4
| Item 1(a) | Name of issuer: |
NeuBase Therapeutics, Inc.
| Item 1(b) | Address of issuer's principal executive offices: |
700 Technology Drive, Third Floor, Pittsburgh, PA 15219.
| 2(a) | Name of person filing: |
Shivaji Thadke
| 2(b) | Address or principal business office or, if none, residence: |
700 Technology Drive, Third Floor, Pittsburgh, PA 15219.
| 2(c) | Citizenship: |
India
| 2(d) | Title of class of securities: |
Common stock, $0.0001 par value per share (the “Common Stock”)
| 2(e) | CUSIP No.: |
64132K102
| Item 3. | If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a: |
None of the categories is applicable to any of the undersigned.
| 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: 1,019,055.
(b) Percent of class: The information set forth in Rows 5 through 11 on the cover page for the Reporting Person is hereby incorporated by reference into this Item 4(b) for the Reporting Person. The percentages reported herein are calculated on the basis of a total of 17,062,681 shares of Common Stock outstanding as of the date hereof, based on a statement in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 12, 2019, that there were 15,524,219 shares of Common Stock outstanding as of July 12, 2019, and as adjusted by the Company’s issuance of 1,538,462 shares of Common Stock as disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on July 17, 2019.
SCHEDULE 13G Page 4 of 4
(c) Number of shares as to which the person has: The information set forth in Rows 5 through 11 on the cover page for the Reporting Person is hereby incorporated by reference into this Item 4(c) for the Reporting Person.
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under §240.14a-11.
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: | July 22, 2019 | Signature: | /s/ Sam Backenroth, as attorney-in-fact for Shivaji Thadke |
Exhibit Index
| Exhibit Number | Title | |
| 24 | Power of Attorney granted by Shivaji Thadke |
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Dietrich Stephan and Sam Backenroth of NeuBase Therapeutics, Inc. (the “Company”), with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or holder of 10% or more of a registered class of securities of the Company, (a) Schedules 13D and 13G (and any amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder, (b) Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules promulgated thereunder, and (c) any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;
(2)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4 or 5, or other form or report (or any amendment thereto), and timely file such schedule, form or report (or any amendment thereto) with the U.S. Securities and Exchange Commission and any securities exchange or similar authority;
(3)
seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any broker or financial institution, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned’s attorneys-in-fact appointed by this Power of Attorney and approves and ratifies any such release of information; and
(4)
take any other action in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each of the foregoing attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 13 and Section 16 of the Exchange Act.
This Power of Attorney, with respect to each of the foregoing attorneys-in-fact, shall remain in full force and effect until the earliest to occur of (a) the date that the undersigned is no longer required to file Schedules 13D or 13G and Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) the revocation of such Power of Attorney with respect to such attorney-in-fact by the undersigned in a signed writing delivered to the Company and such attorney-in-fact, or (c) the time at which such attorney-in-fact is no longer employed by the Company or any of its subsidiaries.
The undersigned has caused this Power of Attorney to be executed as of this 10th day of July, 2019.
| /s/ Shivaji Thadke | |
| Shivaji Thadke |