NeuroBo Pharma Files S-1 for Potential Offering

TL;DR

NeuroBo Pharma just filed an S-1, looks like they're gearing up for a public offering. Keep an eye on this one.

AI Summary

NeuroBo Pharmaceuticals, Inc. filed an S-1 registration statement on July 18, 2024, to offer securities. The company, formerly Gemphire Therapeutics Inc. until March 31, 2015, is based in Cambridge, MA, and operates in the pharmaceutical preparations sector. The filing indicates a potential public offering, though specific dollar amounts and dates for the offering are not detailed in this excerpt.

Why It Matters

This S-1 filing signals NeuroBo Pharmaceuticals' intent to raise capital through a public offering, which could fund its drug development pipeline and impact its future growth and stock performance.

Risk Assessment

Risk Level: medium — As a pharmaceutical company filing an S-1, NeuroBo is likely in the development stage, carrying inherent risks associated with drug discovery, clinical trials, and regulatory approvals.

Key Numbers

• 333-280865 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 47-2389984 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• NeuroBo Pharmaceuticals, Inc. (company) — Registrant
• Gemphire Therapeutics Inc. (company) — Former company name
• July 18, 2024 (date) — Filing date
• March 31, 2015 (date) — Date of name change
• Hyung Heon Kim (person) — President, Chief Executive Officer and Director
• 545 Concord Avenue, Suite 210 Cambridge, Massachusetts 02138 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — 9 shares of our common stock, par value $0.001 per share (the "common stock"), consist
• $4.75 — price of our common stock on Nasdaq was $4.75 per share. We are a "smaller reportin
• $700 million — res held by non-affiliates is less than $700 million and our annual revenue was less than $1
• $100 million — on and our annual revenue was less than $100 million during the most recently completed fisc
• $250 million — ock held by non-affiliates is less than $250 million or (ii) our annual revenue was less tha
• $50.6 million — ive up to an aggregate of approximately $50.6 million from the exercise of the Warrants, assu

Filing Documents

• tm2419123-1_s1.htm (S-1) — 476KB
• tm2419123d2_ex5-1.htm (EX-5.1) — 14KB
• tm2419123d2_ex23-1.htm (EX-23.1) — 3KB
• tm2419123d2_ex-filingfees.htm (EX-FILING FEES) — 17KB
• lg_neurobopharma-4c.jpg (GRAPHIC) — 12KB
• tm2419123d2_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-080698.txt ( ) — 531KB

RISK FACTORS

RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5

USE OF PROCEEDS

USE OF PROCEEDS 8 SELLING SECURITYHOLDERS 9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14 PLAN OF DISTRIBUTION 16 DESCRIPTION OF OUR CAPITAL STOCK 18 LEGAL MATTERS 23 EXPERTS 24 WHERE YOU CAN FIND MORE INFORMATION 25 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 26 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC") using the "shelf" registration process. Under this shelf registration process, the Selling Securityholders named in this prospectus may, from time to time, sell or otherwise distribute the shares of common stock offered by them as described in the section titled "Plan of Distribution" in this prospectus. We will not receive any of the proceeds from the sale of shares of our common stock by the Selling Securityholders; however, we will receive proceeds from the exercise of any Warrants for cash. You should read this prospectus together with the more detailed information regarding the Company, our common stock, and our financial statements and notes to those statements that appear elsewhere in this prospectus and any applicable prospectus supplement together with the additional information that we incorporate in this prospectus by reference, which we describe under the heading "Where You Can Find More Information." Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholders are offering to sell, and seeking offers to buy, shares of their common stock only in jurisdictions w

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale of shares of common stock by the Selling Securityholders. We will receive up to an aggregate of approximately $50.6 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of any Warrants for working capital and general corporate purposes, including to continue the clinical development of DA-1726 for the treatment of obesity.

Risk factors

Risk factors See "Risk Factors" and other information appearing elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our shares of common stock. Market and trading symbol Our common stock is listed on the Nasdaq Capital Market under the symbol "NRBO." 3 TABLE OF CONTENTS

RISK FACTORS

RISK FACTORS An investment in our shares of common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below, the "Risk Factors" section of our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q, each of which is incorporated by reference herein, and the other information in or incorporated by reference into prospectus. Any of the risks and uncertainties set forth herein and therein could materially and adversely affect our business, financial condition, results of operations and prospects, which in turn could materially and adversely affect the trading price or value of our shares of common stock. Additional risks not currently known to us or which we consider immaterial based on information currently available to us may also materially adversely affect us. As a result, you could lose all or part of your investment. Sales of substantial amounts of our common stock by a Selling Securityholder or an existing securityholder, or the perception that these sales could occur, could adversely affect the price of our common stock. The sale by the Selling Securityholders or an existing securityholder of a significant number of shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that the Selling Securityholders or an existing securityholder may sell all or a portion of their shares of our common stock as a result of the registration of such shares for resale pursuant to this prospectus could also have a material adverse effect on the market price of our common stock. We cannot predict the effect, if any, that market sales of those shares of our common stock or the availability of those shares of common stock for sale will have on the market price of our common stock. To the extent that shares are sold into the market pursuant to the Registration Statement of which

View Full Filing

View this S-1 filing on SEC EDGAR