BOSTON, Nov. 4, 2022
/PRNewswire/ -- NeuroBo Pharmaceuticals, Inc. (NASDAQ:NRBO)
(the "Company" or "NeuroBo") today announced the pricing of an
underwritten public offering of units and a concurrent private
placement for gross proceeds of approximately $30 million prior to deducting underwriting
discounts and commissions and offering expenses payable by
NeuroBo.
Ladenburg Thalmann & Co. Inc., is acting as sole
book-running manager and exclusive placement agent in connection
with the offerings.
The underwritten public offering is comprised of (1) 2,397,003
Class A Units, priced at a public offering price of $3.00 per Class A Unit, with each Class A Unit
consisting of one share of common stock, a Series A Warrant (the
"Series A Warrants") to purchase one share of common stock at an
exercise price of $3.00 per share
that expires on the one year anniversary following the initial
exercise date and a Series B Warrant (the "Series B Warrants") to
purchase one share of common stock at an exercise price of
$3.00 per share that expires on the
five year anniversary following the initial exercise date and (2)
2,602,997 Class B Units, priced at a public offering price of
$3.00 per Class B Unit, with each
Class B Unit consisting of one share of Series B Convertible
Preferred Stock, convertible into one share of common stock, one
Series A Warrant and one Series B Warrant. The Series A Warrants
and the Series B Warrants will only be exercisable upon stockholder
approval of the exercisability of the warrants under Nasdaq
rules.
The conversion price of the preferred stock issued in the
underwritten public offering transaction is fixed and does not
contain any variable pricing feature or any price based
anti-dilutive feature. The preferred stock issued in this
transaction includes a beneficial ownership blocker but has no
dividend rights (except to the extent that dividends are also paid
on the common stock) or liquidation preference, and, subject to
limited exceptions, has no voting rights. The securities comprising
the units are immediately separable and will be issued separately.
The closing of the offering is expected to take place on or about
November 8, 2022, subject to the
satisfaction or waiver of customary closing conditions.
A total of 2,397,003 shares of common stock, 2,602,997 shares of
Series B Convertible Preferred Stock, and warrants to purchase up
to 10,000,000 shares of common stock will be issued in the
underwritten public offering. In addition, the Company has granted
the underwriters a 45-day option to purchase up to 750,000
additional shares of common stock, additional Series A Warrants to
purchase up to 750,000 shares of common stock and/or additional
Series B Warrants to purchase up to 750,000 shares of common stock,
solely to cover over-allotments, if any, at the public offering
price per share and per warrant, less the underwriting discounts
and commissions.
In a concurrent private placement, NeuroBo will sell
$15 million of securities consisting
of Series A Convertible Preferred Stock and warrants to purchase
shares of common stock to Dong-A St. Co. Ltd. The private
placement offering is comprised Series A Convertible Preferred
Stock, which is convertible into shares of common stock at a price
of $3.00 per common share, and such
number of warrants as Dong-A would have received had they invested
such amount in the public offering. The Series A Convertible
Preferred Stock and the warrants are not convertible or exercisable
until NeuroBo's shareholders have approved the issuance of the
underlying shares sold under the private placement.
The terms of the Series A Convertible Preferred Stock and
warrants issued in the private placement are substantially similar
to the Series B Convertible Preferred Stock and warrants issued in
the public offering, including a fixed conversion price of the
preferred stock and the lack of any variable pricing feature or any
price based anti-dilutive feature. The preferred stock issued in
the private placement also has no dividend rights (except to the
extent that dividends are also paid on the common stock) or
liquidation preference, and, subject to limited exceptions, has no
voting rights. The shares of Series A Preferred Stock and warrants
are immediately separable and will be issued separately. The
closing of the private placement is expected to take place
immediately following the closing of the underwritten public
offering.
The securities issued as part of the underwritten public
offering were offered pursuant to a registration statement on Form
S-1 (File No. 333-267482), which was declared effective by the
United States Securities and Exchange Commission ("SEC") on
November 4, 2022.
The securities issued as part of the private placement were
offered pursuant to the exemption from registration afforded by
Section 4(a)(2) under the Securities Act of 1933, as amended (the
"Act") and Regulation D promulgated thereunder. Such Series A
Convertible Preferred Stock, the warrants, and shares of common
stock issuable upon conversion of the Series A Convertible
Preferred Stock and exercise of the warrants have not been
registered under the Act or applicable state securities laws, and
may not be offered or sold in the United
States absent registration with the SEC or an applicable
exemption from such registration requirements.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. The
underwritten public offering is being made solely by means of a
prospectus. A final prospectus relating to this offering will be
filed by NeuroBo with the SEC. When available, copies of the final
prospectus can be obtained at the SEC's website at www.sec.gov or
from Ladenburg Thalmann & Co. Inc., Prospectus Department, 640
Fifth Avenue, 4th Floor, New York, New
York 10019 or by email at prospectus@ladenburg.com.
About NeuroBo Pharmaceuticals
NeuroBo Pharmaceuticals, Inc., is a clinical-stage biotechnology
company historically focused on therapies for neurodegenerative and
infectious diseases. On September 14,
2022, NeuroBo entered into a license agreement with Dong-A
ST Co. Ltd. and, if closing conditions are satisfied and the
license agreement closes, NeuroBo will pursue therapies for
cardiometabolic diseases. Its therapeutics programs currently
include ANA001, an oral niclosamide formulation, which is in Phase
2/3 clinical trials to treat patients with moderate coronavirus
disease (COVID-19); NB-01 for the treatment of painful diabetic
neuropathy; NB-02 for the treatment of symptoms of cognitive
impairment and to modify the progression of neurodegenerative
diseases associated with the malfunction of tau protein; and
gemcabene currently being assessed as an acute treatment for
COVID-19 in combination with ANA001.
NeuroBo Pharmaceuticals, Inc. is headquartered in Boston, Massachusetts. For more information,
please visit www.neurobopharma.com.
Forward Looking Statements
Certain statements in this release may be considered
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including without
limitation, statements about the closing of the offering of
securities. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
release, including, without limitation, those risks associated with
our ability to close on the offerings, our ability to execute on
our commercial strategy, the timeline for regulatory submissions
and potential regulatory approval of our current and future product
candidates, the possibility that we may be unable to raise
sufficient funds necessary for our anticipated operations, benefits
of our products to patients, our expectations with respect to
product development and commercialization efforts, our ability to
increase market and physician acceptance of our products,
potentially competitive product offerings, intellectual property
protection, and other risks and uncertainties described in our
filings with the SEC. Forward-looking statements speak only as of
the date when made. NeuroBo does not assume any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Contacts
Investors & Media:
NeuroBo Pharmaceuticals, Inc.
Rx Communications Group
Michael Miller
+1-917-633-6086
mmiller@rxir.com
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SOURCE NeuroBo Pharmaceuticals, Inc.