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MarketScreener Homepage  >  Equities  >  Nasdaq  >  NeuBase Therapeutics, Inc.    NBSE

NEUBASE THERAPEUTICS, INC.

(NBSE)
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NEUBASE THERAPEUTICS, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

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09/11/2020 | 06:09pm EDT
Item 8.01. Other Events.



On September 9, 2020, the Compensation Committee of the Board of Directors (the "Board") of NeuBase Therapeutics, Inc. (the "Company") approved an amended Outside Director Compensation Policy (the "Policy"). The Company intends for the Policy to formalize the Company's policy regarding cash compensation, grants of equity and reimbursement of travel expenses to its members of the Board who are not employees of the Company (such members, the "Outside Directors").



Cash Compensation


Under the Policy, Outside Directors will be entitled to a cash retainer of $35,000 for their service on the Board (exclusive of any participation on its Committees). Outside Directors serving on any of the Board's Audit, Compensation and Nominating & Corporate Governance Committees in a non-Chairperson capacity will be entitled to a cash retainer of $7,500, $5,000 and $4,000, respectively, for services on such Committees, and the Chairpersons of such Committees will be entitled to twice those amounts for their collective service both as members of such Committees and as Chairpersons of such Committees. The Policy does not provide for any per meeting attendance fees for any meeting of the Board or its Committees.




Equity Grants



Furthermore, the Policy provides that Outside Directors will be eligible to receive all types of awards (except incentive stock options) under the Company's 2019 Stock Incentive Plan, as amended (the "Plan") (or the applicable equity plan in place at the time of grant), including discretionary awards not covered under the Policy.

Subject to limitations on individual grants to Outside Directors under the Plan, upon an Outside Director's appointment to the Board, such Outside Director automatically will be granted a nonstatutory stock option to purchase shares of the Company's common stock having a grant date fair value of $320,000 (the "NSO Appointment Award"). Subject to further adjustment provisions as described in the Policy and the Plan, 25% of each NSO Appointment Award will vest on the one-year anniversary of the grant date, and the remaining portion of the NSO Appointment Award will vest on an equal monthly basis over the following 36 months, provided that the Outside Director is in continuous service with the Company or an affiliate of the Company through the applicable vesting date. Each NSO Appointment Award will vest fully upon a Change in Control (as defined in the Plan), in each case, provided that the Outside Director is in continuous service with the Company or an affiliate of the Company through the Change in Control.

In addition, subject to limitations on individual grants to Outside Directors under the Plan, on the first business day after each annual meeting of the Company's stockholders (the "Annual Meeting") beginning with the 2021 Annual Meeting, each Outside Director automatically will be granted a nonstatutory stock option to purchase shares of the Company's common stock having a grant date fair value of $90,000 (the "Annual NSO Award"); provided that the initial Annual NSO Award granted on or after the Policy's effective date shall be made on September 9, 2020. Subject to further adjustment provisions as described in the Policy and the Plan, 25% of each Annual NSO Award will vest on the one-year anniversary of the grant date, and the remaining portion of the Annual NSO Award will vest on an equal monthly basis over the following 36 months, provided that the Outside Director is in continuous service with the Company or an affiliate of the Company through the applicable vesting date. Each Annual NSO Award will vest fully upon a Change in Control (as defined in the Plan), in each case, provided that the Outside Director is in continuous service with the Company or an affiliate of the Company through the Change in Control.

With regard to any of the nonstatutory stock options granted under the Policy described above, the per share exercise price for all such options will be 100% of the fair market value of the shares underlying the options on the grant date.

The foregoing description of the terms of the Policy does not purport to be complete and is qualified in its entirety by reference to the Policy, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




 (d) Exhibits




  Exhibit Number Description
    10.1           Outside Director Compensation Policy

© Edgar Online, source Glimpses


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Financials (USD)
Sales 2020 - - -
Net income 2020 -17,3 M - -
Net Debt 2020 - - -
P/E ratio 2020 -9,21x
Yield 2020 -
Capitalization 190 M 190 M -
Capi. / Sales 2020 -
Capi. / Sales 2021 -
Nbr of Employees 15
Free-Float 78,0%
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Mean consensus BUY
Number of Analysts 6
Average target price 15,67 $
Last Close Price 8,20 $
Spread / Highest target 120%
Spread / Average Target 91,1%
Spread / Lowest Target 58,5%
EPS Revisions
Managers
NameTitle
Dietrich A. Stephan President, Chief Executive Officer & Director
William R. Mann Chief Operating Officer
Samuel I. Backenroth Chief Financial Officer, Secretary & Treasurer
Robert Friedlander Consulting Chief Medical Officer
Danith Ly Chief Scientific Officer
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