Current Report Filing (8-k)
07 12월 2022 - 11:00PM
Edgar (US Regulatory)
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2022-12-07
2022-12-07
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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): December 7, 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 December 7, 2022, CohBar, Inc. (the “Company”)
announced that it had suspended IND-enabling work on its pre-clinical candidate CB5138-3, which the Company had been developing as a
potential treatment of idiopathic pulmonary fibrosis and other fibrotic diseases. The decision to suspend IND-enabling work follows recently
completed non-clinical formulation studies seeking to identify a formulation suitable for clinical development. In connection with the
decision to suspend IND-enabling work for this candidate, the Company intends to explore development and/or partnership opportunities
within the Company’s peptide library and technology platform, while simultaneously exploring other strategic alternatives, as reported
in the Company’s Current Report on Form 8-K filed November 17, 2022.
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 the pursuit of development and/or partnership opportunities for drug candidates from the Mito+
platform, our plans to explore other 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:
December 7, 2022
|
COHBAR, INC. |
|
|
|
|
By: |
/s/ Jeffrey F. Biunno |
|
|
Jeffrey F. Biunno |
|
|
Chief Financial Officer |
2
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