Washington, D.C. 20549






Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report: June 18, 2019

(Date of earliest event reported)



(Exact name of registrant as specified in its charter)


Delaware   000-55334   26-1299952

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


1455 Adams Drive, Suite 2050

Menlo Park, CA 94025

(Address of principal executive offices and 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 (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))


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))


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


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. ☐










Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


At the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of CohBar, Inc. (the “Company”), held on June 18, 2019 (the “Annual Meeting”), the Company’s stockholders approved the CohBar, Inc. Employee Stock Purchase Plan (the “ESPP”).


For a description of the terms and conditions of the ESPP, see “Summary of the CohBar, Inc. Employee Stock Purchase Plan” under “Proposal 3. Approval of the Company’s Employee Stock Purchase Plan,” in the Proxy Statement, dated and filed April 24, 2019, for the Annual Meeting, which description is incorporated herein by reference. Such description of the ESPP is qualified in its entirety by reference to the text of the ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.


Item 5.07 Submission of Matters to a Vote of Security Holders.


At the Annual Meeting, the Company’s stockholders: (i) elected Albion Fitzgerald, Jon Stern, Nir Barzilai, Pinchas Cohen, John Amatruda, Philippe Calais, Phyllis Gardner and David Greenwood to the Company’s Board of Directors, each to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified; (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and (iii) approved the ESPP. Each of the foregoing proposals received a sufficient number of votes to be approved at the Annual Meeting.


The following is a summary of the voting results for each matter submitted to the stockholders:


Proposal 1. Election of Directors


Name  Votes For   Votes Withheld   Broker
Albion Fitzgerald   19,971,421    55,000    6,523,317 
Jon Stern   19,760,733    265,688    6,523,317 
Nir Barziali   19,195,721    830,700    6,523,317 
Pinchas Cohen   19,195,721    830,700    6,523,317 
John Amatruda   19,436,556    589,865    6,523,317 
Philippe Calais   19,760,933    265,488    6,523,317 
Phyllis Gardner   19,989,690    36,731    6,523,317 
David Greenwood   19,989,690    36,731    6,523,317 


Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm


Votes For     Votes Against     Abstentions     Broker Non-Votes  
  26,491,267       15,380       45,091     -  


Proposal 3. Approval of the Company’s Employee Stock Purchase Plan


Votes For     Votes Against     Abstentions     Broker Non-Votes  
  19,846,938       83,805       95,678     6,523,317  





Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


The following exhibit is furnished herewith and this list is intended to constitute the exhibit index:


10.1   CohBar, Inc. Employee Stock Purchase Plan.







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 hereunto duly authorized.


June 21, 2019 By:  /s/ Jeffrey F. Biunno
(Date)   Jeffrey F. Biunno
Chief Financial Officer