Submission of Matters to a Vote of Security Holders Form 8 K

Item 3.03. Material Modifications to the Rights of Security Holders.

On June 26, 2024, NeuBase Therapeutics, Inc. (the "Company") filed a Certificate of Dissolution with the Secretary of State of the State of Delaware that became effective upon filing thereof (the "Effective Date") and is intended to effect the complete liquidation and dissolution of the Company in accordance with (i) Section 275 and other applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL") and applicable provisions of the Internal Revenue Code of 1986, as amended and (ii) the plan of liquidation and dissolution of the Company (the "Plan of Dissolution") approved by the Company's Board of Directors (the "Board") on March 5, 2024 and the Company's stockholders on June 26, 2024. Pursuant to Section 278 of the DGCL, the Company's existence will continue for a period of at least three years for the purpose of prosecuting and defending suits and to enable the Company gradually to settle and close its business, dispose of and convey its property, discharge its affairs and distribute any remaining assets to its stockholders.

The Company's common stock and stock certificates, if any, evidencing the shares of common stock, will no longer be assignable or transferable on the Company's books as of the Effective Date, other than transfers by will, intestate succession or operation of law.

A copy of the Certificate of Dissolution is filed herewith as Exhibit 4.1 and is incorporated herein by reference.