UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549












FORM
10-K/A








(Amendment
No. 1)

(Mark
One)

☒
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2015

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR
THE TRANSITION PERIOD FROM                     
TO

Commission
file number: 000-55334








COHBAR,
INC.

(Exact
name of Registrant as specified in its charter)








|Delaware                                                                                                                |  | 26-1299952                                                                                   
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        No.)



1455
Adams Drive, Suite 2050

Menlo
Park, CA 94025

(Address
of principal executive offices, including zip code)



(650) 446-7888

(Registrant’s
telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:

None

Securities
registered pursuant to Section 12(g) of the Act:

Common
Stock

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ 
No ☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No
☐

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.   ☒

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:

|Large
    accelerated filer  ☐ | Accelerated filer  ☐ | Non-accelerated filer  ☐                          | Smaller
    reporting company  ☒
|------------------------------ | -------------------- | ------------------------------------------------- | --------------------------------
|                               |                      | (do not check if a smaller reporting
    company) |                                 



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The
aggregate market value of common equity held by non-affiliates as of June 30, 2015 was $18,269,788, based upon the closing price
of the Registrant's common stock as quoted on TSX Venture Exchange on such date. As of March 21, 2016 the registrant had outstanding
32,337,541 shares of common stock.

Documents
Incorporated by Reference



The
registrant has incorporated by reference into Part III of this Form 10-K portions of its Proxy Statement for its 2016 Annual Meeting
of Shareholders.


















EXPLANATORY NOTE



This Amendment No. 1 on
Form 10-K/A (“Amendment No. 1”) to the Annual Report on Form 10-K for the year ended December 31, 2015, as filed with
the Securities and Exchange Commission on March 30, 2016 (the “Original Filing”), of CohBar, Inc., is being filed for
the sole purpose of correcting a typographical error on the cover page of the Original Filing that resulted in the submission of
an incorrect Commission filing number.



Except for the foregoing,
this Amendment No. 1 does not update or modify any of the information contained in the Original Filing. Other than as specifically
set forth herein, this Amendment No. 1 continues to speak as of the date of the Original Filing. No attempt has been made in this
Amendment No. 1 to modify or update the disclosures presented in the Original Filing or to modify or update those disclosures
that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing
and the registrant’s other filings with the Securities and Exchange Commission. As required by Rule 12b-15 under the Securities
and Exchange Act of 1934, as amended, this Amendment No. 1 includes updated certifications from the Company’s principal
executive officer and principal financial officer as Exhibits 31.3, 31.4 and 32.2.












SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) 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:
    April 5, 2016 |     | COHBAR, INC.                                                                                                                 
|----------------------- | --- | -----------------------------------------------------------------------------------------------------------------------------
|                        |    
|                        | By: | /s/
    Jeffrey F. Biunno                                                                                                    
|                        |     | Jeffrey
    F. Biunno                                                                                                        
|                        |     | Chief
                                         Financial Officer
        (Principal
        Financial and Accounting Officer)












EXHIBIT INDEX





|Exhibit No. |  | Description                                                                                                                                                                   
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.3        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.                                    
|31.4        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.                                    
|32.2        |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.