NeuBase Therapeutics Closes Merger Transaction with Ohr Pharmaceutical

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PITTSBURGH, July 12, 2019 (GLOBE NEWSWIRE) -- NeuBase Therapeutics, Inc. (Nasdaq:NBSE) (“NeuBase” and the “Company”), a biotechnology company developing next-generation antisense therapies to address genetic diseases, announced today the completion of the merger between NeuBase Therapeutics, Inc. and Ohr Pharmaceutical, Inc. (“Ohr”) (Nasdaq: OHRP) and associated financings. The combined Company’s common stock expects to begin trading on The Nasdaq Capital Market under the ticker symbol “NBSE” at the open of market trading on July 15, 2019. The previous ticker symbol was “OHRP” (Nasdaq:OHRP).

“This is an important milestone for NeuBase as we enter the public market with the goal of creating a dynamic, high-impact company in one of the most promising sectors of the life sciences,” said Dietrich A. Stephan, Ph.D., Chief Executive Officer and Chairman of NeuBase. “Given our PATrOL™ platform’s potential to safely and efficiently modify the function of the human genome and transcriptome, we envision building a company with the potential to help transform the health of the global population.”

Immediately following the closing of the merger, the Company entered into a definitive purchase agreement for the sale of NeuBase common stock with Greenlight Capital. Upon close of the private placement, Greenlight Capital will own ~9% of NeuBase common stock. The Company expects to close the private placement on or about July 15, 2019.

David Einhorn, President of Greenlight Capital, added, "We are excited to be investing in NeuBase, given its initial focus on neurological disorders, and we believe its unique, next-generation technology may offer great help for victims of some of the most difficult to treat diseases.”

The combined Company changed its name to “NeuBase Therapeutics, Inc.” immediately following the closing of the merger. It will maintain its headquarters in Pittsburgh, PA, and its executive team, led by Dr. Stephan, was appointed as the executive team of the Company upon the closing of the merger. In addition, the Company’s board of directors comprised of experienced pharmaceutical executives, including Dr. Stephan (Chairman), Dov A. Goldstein, M.D., M.B.A., Diego Miralles, M.D., Franklyn Prendergast, M.D., Ph.D. and Eric Richman, M.B.A., was also appointed upon the closing of the merger.

Immediately prior to the closing of the merger, NeuBase completed a private placement financing of approximately $9 million under the terms of the definitive agreements previously announced in March 2019.

Upon completion of the merger, the Company will have approximately 15.5 million shares outstanding.

The securities being sold under the terms of the private placement entered into after the closing of the merger have not been registered under the Securities Act of 1933, as amended, or state securities laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. At the closing of this financing, the Company and Greenlight Capital will enter into a registration rights agreement pursuant to which the Company will agree to file a registration statement with the SEC registering the resale of the shares of common stock sold in the financing.

Roth Capital Partners, LLC acted as financial advisor to Ohr for the merger, and Troutman Sanders LLP served as legal counsel to Ohr. Allele Capital Partners, LLC at Tribal Capital Markets, LLC acted as financial advisor, Paul Hastings LLP served as legal counsel to NeuBase and Richards Kibbe & Orbe LLP served as legal counsel to Greenlight Capital. Allele also served as exclusive advisor to NeuBase related to the post-merger financing.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.

More news and information about NeuBase Therapeutics, Inc.

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Globe Newswire: 14:28 GMT Friday 12th July 2019

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