NeuroBo Pharmaceuticals Files 8-K: Material Agreement & Equity Sales

TL;DR

NeuroBo Pharma (NBIO) filed an 8-K detailing a material agreement and equity sales.

AI Summary

NeuroBo Pharmaceuticals, Inc. announced on June 23, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. This filing follows a name change from Gemphire Therapeutics Inc. on March 31, 2015.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks related to deal terms and dilution.

Key Players & Entities

• NeuroBo Pharmaceuticals, Inc. (company) — Registrant
• Gemphire Therapeutics Inc. (company) — Former company name
• June 23, 2024 (date) — Date of earliest event reported
• March 31, 2015 (date) — Date of name change

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share NRBO The Nasdaq Stock Mar
• $3.93 — "Common Stock"), at a purchase price of $3.93 per share for gross proceeds of approxi
• $3 million — are for gross proceeds of approximately $3 million before deducting the Placement Agent's
• $17 m — Private Placement will be approximately $17 million, before deducting the Placement A
• $75,000 — n-accountable expenses in the amount of $75,000 and clearing costs of up to $15,950. In
• $15,950 — of $75,000 and clearing costs of up to $15,950. In addition, pursuant to the Engagemen
• $4.9125 — n the Offering) at an exercise price of $4.9125 per share (which represents 125% of the

Filing Documents

• tm2418076d1_8k.htm (8-K) — 51KB
• tm2418076d1_ex4-1.htm (EX-4.1) — 97KB
• tm2418076d1_ex4-2.htm (EX-4.2) — 95KB
• tm2418076d1_ex4-3.htm (EX-4.3) — 96KB
• tm2418076d1_ex4-4.htm (EX-4.4) — 96KB
• tm2418076d1_ex5-1.htm (EX-5.1) — 13KB
• tm2418076d1_ex10-1.htm (EX-10.1) — 245KB
• tm2418076d1_ex10-2.htm (EX-10.2) — 261KB
• tm2418076d1_ex10-3.htm (EX-10.3) — 96KB
• tm2418076d1_ex99-1.htm (EX-99.1) — 15KB
• tm2418076d1_8kimg001.jpg (GRAPHIC) — 21KB
• tm2418076d1_ex5-1img001.jpg (GRAPHIC) — 11KB
• tm2418076d1_ex5-1img002.jpg (GRAPHIC) — 8KB
• 0001104659-24-074565.txt ( ) — 1582KB
• nrbo-20240623.xsd (EX-101.SCH) — 3KB
• nrbo-20240623_lab.xml (EX-101.LAB) — 33KB
• nrbo-20240623_pre.xml (EX-101.PRE) — 22KB
• tm2418076d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Registered Direct Offering On June 23, 2024, NeuroBo Pharmaceuticals, Inc. (the "Company") entered into a securities purchase agreement (the "Registered Direct Purchase Agreement") with an institutional investor (the "Registered Direct Purchaser") for the purchase and sale in a registered direct offering of 763,359 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $3.93 per share for gross proceeds of approximately $3 million before deducting the Placement Agent's (as defined below) fees and related offering expenses (the "Registered Direct Offering"). The Registered Direct Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. The offering of the shares (the "Registered Offering") is being made pursuant to the Company's effective shelf registration statement (the "Registration "Commission") on April 12, 2024 and declared effective by the Commission on April 23, 2024, and a prospectus supplement dated as of June 23, 2024. Private Placement On June 23, 2024, the Company also entered into a securities purchase agreement (the "PIPE Purchase Agreement," and together with the Registered Direct Purchase Agreement, the "Securities Purchase Agreements") with an institutional accredited investor and Dong-A ST Co. Ltd., a related party (together, the "PIPE Purchasers," and together with the Registered Direct Purchaser, the "Purchasers") in connection with a private placement (the "Private Placement," and together with the Registered Direct Offering, the "Offering"). Pursuant to the Securities Purchase Agreements, the Company agreed to sell 4,325,701 shares of the

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The disclosure required by this Item 3.02 and included in Item 1.01 is incorporated into this Item 3.02 by reference. Based in part upon the representations of the Purchasers in the Securities Purchase Agreements, the Company offered and sold the PIPE Securities in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder, and the corresponding provisions of state securities or "blue sky" laws. The PIPE Securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the PIPE Securities did not involve a public offering and was made without general solicitation or general advertising. Each of the Purchasers represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that they are acquiring the PIPE Securities for investment purposes only and not with a view to any resale or distribution of the PIPE Securities in violation of the U.S. federal securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Other Events

Item 8.01 Other Events On June 24, 2024, the Company issued a press release announcing the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the press release is qualified in its entirety by reference to such exhibit. Information contained on or accessible through any website reference in the press release is not part of, or incorporated by reference in, this Current Report on Form 8-K, and the inclusion of such website addresses in this Current Report on Form 8-K by incorporation by reference of the press release is as inactive textual references only. Cautionary Note Regarding Forward-Looking This Current Report on Form 8-K contains "forward-looking" statements within the meaning of the Securities Act, the Exchange Act, and of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to statements regarding the expected net proceeds of the Offering, the anticipated use of net proceeds of the Offering and satisfaction of the closing conditions of the Offering. Statements including words such as "believe," "plan," "continue," "expect," "will be," "develop," "signal," "potential," "anticipate" or "ongoing" and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause the Company's actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 4.2 Form of Series A Warrant. 4.3 Form of Series B Warrant. 4.4 Form of Placement Agent Warrant. 5 5.1 Opinion of Honigman LLP. 10.1 Form of Securities Purchase Agreement, dated as of June 23, 2024, by and among the Company and the Purchaser identified on the signature page thereto. 10.2 Form of Securities Purchase Agreement, dated as of June 23, 2024, by and among the Company and the Purchasers identified on the signature pages thereto. 10.3 Form of Registration Rights Agreement, dated as of June 23, 2024, by and among the Company and the Purchasers identified on the signature pages thereto. 23.1 Consent of Honigman LLP (included in Exhibit 5.1). 99.1 Press Release of NeuroBo Pharmaceuticals, Inc. dated June 24, 2024. 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). 6

SIGNATURES

SIGNATURES 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. Date: June 25, 2024 NEUROBO PHARMACEUTICALS, INC. By: /s/ Hyung Heon Kim Name: Hyung Heon Kim Title: President and Chief Executive Officer 7

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View this 8-K filing on SEC EDGAR