Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 20, 2020, NeuBase Therapeutics, Inc. (the "Company") received a
notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") stating that
because the Company had not yet filed its Quarterly Report on Form 10-Q for the
quarter ended December 31, 2019 (the "Form 10-Q"), the Company is no longer in
compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1)
requires listed companies to timely file all required periodic financial reports
with the Securities and Exchange Commission. The Notice has no effect on the
listing of the Company's common stock at this time.
The Notice states that the Company has 60 calendar days to submit to Nasdaq a
plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the
Company's plan, then Nasdaq may grant the Company up to 180 days from the
prescribed due date for filing the Form 10-Q (as extended pursuant to Rule
12b-25 under the Securities Exchange Act of 1934, as amended) to regain
compliance. The Company expects to file the Form 10-Q as soon as reasonably
practicable and within the 60-calendar day period.
Item 4.01. Changes in Registrant's Certifying Accountant.
(b) Appointment of New Independent Registered Public Accounting Firm
On February 19, 2020, the Audit Committee of the Board of Directors (the
"Committee") of the Company approved, effective February 20, 2020, the
engagement of Marcum LLP ("Marcum") as the Company's independent registered
public accounting firm for the Company's fiscal year ending September 30, 2020.
During the Company's fiscal years ended September 30, 2019 and September 30,
2018, and the subsequent interim period from October 1, 2019 through February
20, 2020, neither the Company nor anyone acting on behalf of the Company, has
consulted with Marcum regarding (i) the application of accounting principles to
a specific transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, and neither a written report nor oral advice was provided to the
Company that Marcum concluded was an important factor considered by the Company
in reaching a decision as to any accounting, auditing, or financial reporting
issue, (ii) any matter that was subject of a disagreement within the meaning of
Item 304(a)(1)(iv) of Regulation S-K or (iii) any "reportable event" within the
meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On February 21, 2020, the Company issued a press release announcing its receipt
of the Notice. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished
pursuant to the rules and regulations of the SEC and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Press Release, dated February 21, 2020
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NEUBASE THERAPEUTICS, INC. 