Current Report Filing (8-k)
17 11월 2022 - 10:31PM
Edgar (US Regulatory)
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0001522602
2022-11-17
2022-11-17
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): November 17, 2022
CohBar,
Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-38326 |
|
26-1299952 |
(State
or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification
No.) |
1455 Adams Drive, Suite
2050
Menlo Park, CA 94025
(Address of principal
executive offices) (Zip Code)
(650) 446-7888
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
CWBR |
|
Nasdaq
Capital Market |
Item 8.01 Other Events.
On November 17, 2022, CohBar, Inc. (the “Company”) announced
that it had retained Ladenburg Thalmann & Co. Inc. as a financial advisor to assist the Company in exploring strategic alternatives. Potential strategic alternatives that may be explored or evaluated as part of this process include the potential for a merger,
business combination, investment into the Company, asset sale or other strategic transaction. The Board has not set a timetable for the
conclusion of this review, nor has it made any definitive decisions related to any further actions or potential strategic options at
this time. There can be no assurance that this process will result in any such transaction and the Company does not intend to disclose
additional details unless and until it has entered into a specific transaction.
Forward-Looking Statements
This report may be deemed to contain forward-looking statements that
are not historical facts within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based
only on our current beliefs, expectations and assumptions regarding our future plans and strategies and other future conditions. In some
cases you can identify these statements by forward-looking words such as “may,” “will” or other similar expressions.
Examples of such forward-looking statements include, but are not limited to, statements regarding our plans to explore strategic alternatives,
the success of any such efforts and the potential benefits of any such transaction(s), if consummated. You are cautioned that such statements
are not guarantees of future performance and that actual results or developments may differ materially from those set forth in these
forward-looking statements. Multiple factors could cause actual results to differ materially forward-looking statements, including market
conditions generally and for the Company’s stock more specifically, as well as developments in the Company’s business. Additional
risks and uncertainties are described in detail in our registration statements, reports and other filings with the Securities and Exchange
Commission and applicable Canadian securities regulators, which are available on our website, and at www.sec.gov or www.sedar.com.
You are cautioned that such statements are not guarantees of future
performance and that our actual results may differ materially from those set forth in the forward-looking statements. The forward-looking
statements and other information contained in this report are made as of the date hereof and the Company does not undertake any obligation
to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or
otherwise, unless so required by applicable securities laws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 17, 2022
|
COHBAR, INC. |
|
|
|
|
By: |
/s/
Jeffrey F. Biunno |
|
|
Jeffrey F. Biunno |
|
|
Chief Financial Officer |
2
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