After two unsuccessful attempts to get shareholder approval to dissolve the company, NeuBase Therapeutics is trying once again, with a difference.
NeuBase (Nasdaq: NBSE) set a June 26 date for a special shareholder meeting to approve the company’s dissolution plan the board said was the best alternative moving forward after it stopped all biotech development in August 2023. Two tries, May 13 and May 22, adjourned without getting enough votes for dissolution. The company’s rules said that a majority of the 3.7 million shares outstanding needed to vote for the approval.
That led the company to try a different tack. The June 26 meeting will have an important difference from the previous two: The board gave a member one share of Series A Preferred Stock, which in a U.S. Securities and Exchange filing NeuBase said should be enough with the other shares voting to dissolve the company.
“The Series A Preferred Stock is designed to ensure that a majority of the outstanding voting power of the company’s capital stock is cast on the dissolution proposal,” the company said in an SEC filing late Monday.
NeuBase said that there were no better alternatives than dissolution and liquidation and it could be forced to file bankruptcy protection or have lower assets than it had at the start of the dissolution process.
“The continued reconvening and adjournment of the special meeting to obtain approval of the dissolution proposal has caused, and will continue to cause, the company to incur substantial legal and other expenses to solicit additional proxies as well as expenses associated with being a public company, despite having no sources of revenue, which will ultimately have the effect of reducing any amounts available for distribution to the company’s stockholders upon the dissolution,” the filing said.
NeuBase in May was delisted from the Nasdaq stock exchange after the stock price fell below the $1 per share minimum, and for months before that, the company operations had been unwound. Plans for the liquidation would return at least some cash to shareholders, although with the two adjournments it isn’t clear how much that would be. In March, NeuBase had said it would return between $500,000 and $2.5 million to shareholders at a rate of between 13 cents and 67 cents per share of common stock.
