0000929638-21-000382.txt : 20210216 0000929638-21-000382.hdr.sgml : 20210216 20210216154033 ACCESSION NUMBER: 0000929638-21-000382 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210216 DATE AS OF CHANGE: 20210216 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: DME ADVISORS GP, LLC GROUP MEMBERS: DME ADVISORS, LP GROUP MEMBERS: DME CAPITAL MANAGEMENT, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NeuBase Therapeutics, Inc. CENTRAL INDEX KEY: 0001173281 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 465622433 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82720 FILM NUMBER: 21637352 BUSINESS ADDRESS: STREET 1: 700 TECHNOLOGY DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 6464501790 MAIL ADDRESS: STREET 1: 700 TECHNOLOGY DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15219 FORMER COMPANY: FORMER CONFORMED NAME: Ohr Pharmaceutical Inc DATE OF NAME CHANGE: 20090819 FORMER COMPANY: FORMER CONFORMED NAME: BBM HOLDINGS, INC. DATE OF NAME CHANGE: 20070402 FORMER COMPANY: FORMER CONFORMED NAME: PRIME RESOURCE INC DATE OF NAME CHANGE: 20020513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL INC CENTRAL INDEX KEY: 0001079114 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 sch13ga.htm AMENDMENT NO. 1
     
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
  

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

NeuBase Therapeutics, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 
64132K102
  
(CUSIP Number)

Decembner 31, 2020
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 [x]            Rule 13d-1(b)
 [  ]            Rule 13d-1(c)
 [  ]            Rule 13d-1(d)
*            The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
Names of Reporting Persons.
 
Greenlight Capital, Inc.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
 
    
 
6  Shared Voting Power
 
945,196 shares
 
    
 
7  Sole Dispositive Power
 
0 shares
 
    
 
8  Shared Dispositive Power
 
945,196 sshares
 
    
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
945,196 sshares
 
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
  
11
Percent of Class Represented by Amount in Row (9)
 
4.1%
  
12
Type of Reporting Person (See Instructions)
 
IA
  

1
Names of Reporting Persons.
 
DME Capital Management, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
 
 
6  Shared Voting Power
 
889,931 shares
 
 
7  Sole Dispositive Power
 
0 shares
 
 
8  Shared Dispositive Power
 
889,931 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
889,931 shares
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
3.8%
12
Type of Reporting Person (See Instructions)
 
IA

1
Names of Reporting Persons.
 
DME Advisors LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
 
 
6  Shared Voting Power
 
191,900 shares
 
 
7  Sole Dispositive Power
 
0 shares
 
 
8  Shared Dispositive Power
 
191,900 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
191,900 shares
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
0.8%
12
Type of Reporting Person (See Instructions)
 
IA

1
Names of Reporting Persons.
 
DME Advisors GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
 
 
6  Shared Voting Power
 
1,081,831 shares
 
 
7  Sole Dispositive Power
 
0 shares
 
 
8  Shared Dispositive Power
 
1,081,831 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,081,831 shares
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
4.7%
12
Type of Reporting Person (See Instructions)
 
HC

1
Names of Reporting Persons.
 
David Einhorn
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
U.S. Citizen
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
 
 
6  Shared Voting Power
 
2,027,027 shares
 
 
7  Sole Dispositive Power
 
0 shares
 
 
8  Shared Dispositive Power
 
2,027,027 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,027,027 shares
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
8.7%
12
Type of Reporting Person (See Instructions)
 
HC

AMENDMENT NO. 1 TO SCHEDULE 13G
This Amendment No. 1 (the “Amendment”) to Schedule 13G relating to common stock, par value $0.0001 per share (“Common Stock”) of NeuBase Therapeutics, Inc., a Delaware corporation (the “Company” or the “Issuer”), is being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13G filed with the SEC on July 16, 2019.  This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors, LP, a Delaware limited partnership (“DME Advisors”), DME Advisors GP, LLC, a Delaware limited liability company (“DME GP” and together with Greenlight Inc., DME CM and DME Advisors, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
This Amendment relates to Common Stock of the Issuer held by Greenlight for the account of private investment funds (the “Greenlight Accounts”) for which Greenlight acts as investment advisor or manages a portfolio (or serves as general partner of the investment advisor or manager of the portfolio) and with respect to which Mr. Einhorn may be deemed to have indirect investment and/or voting power as the principal of Greenlight and other affiliated entities.  DME GP is the general partner of DME CM.
The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock reported herein.  Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of Common Stock, if applicable.

This Amendment is being filed to amend and restate Item 4.


Item 4.
Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)      Amount Beneficially Owned

Greenlight Inc. may be deemed the beneficial owner of 945,196 shares of Common Stock.

DME CM may be deemed the beneficial owner of 889,931 shares of Common Stock.

DME Advisors may be deemed the beneficial owner of 191,900 shares of Common Stock.

DME GP may be deemed the beneficial owner of 1,081,831 shares of Common Stock.

David Einhorn may be deemed the beneficial owner of 2,027,027 shares of Common Stock.

(b)      Percent of Class

The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.  The percentages reported herein are calculated on the basis of a statement in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on December 23, 2020, that there were 23,177,591 shares of Common Stock outstanding as of December 21, 2020.

                (c)         Number of shares as to which such person has:

The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.


Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons.

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
February 16, 2021

 
GREENLIGHT CAPITAL, INC.
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME CAPITAL MANAGEMENT, LP
   
 
By: DME Advisors GP, LLC,
 
its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS, LP
   
  By: DME Advisors GP, LLC,
  its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS GP, LLC
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
/s/ DANIEL ROITMAN*
 
Daniel Roitman, on behalf of David Einhorn

* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.

 EX-99.1 2 exhibit991.htm JOINT FILING AGREEMENT
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Common Stock, par value $0.0001 per share, of NeuBase Therapeutics, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.
Date:                February 16, 2019

 
GREENLIGHT CAPITAL, INC.
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME CAPITAL MANAGEMENT, LP
   
 
By: DME Advisors GP, LLC,
 
its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS, LP
   
  By: DME Advisors GP, LLC,
  its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS GP, LLC
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
/s/ DANIEL ROITMAN*
 
Daniel Roitman, on behalf of David Einhorn


* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.