CLOSES EXCLUSIVE LICENSE OF ASSETS FROM
DONG-A
BOSTON, Nov. 8, 2022
/PRNewswire/ -- NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO)
("NeuroBo" or the "Company"), a clinical-stage biotechnology
company focused on therapies for cardiometabolic diseases, today
announced the closing of an underwritten public offering of units
with gross proceeds of approximately $17.3
million, which includes the full exercise of the
underwriter's over-allotment option to purchase additional shares
and warrants, prior to deducting underwriting discounts and
commissions and offering expenses payable by NeuroBo. NeuroBo
also announced the closing of the concurrent private placement of
Series A Convertible Preferred Stock and warrants with gross
proceeds of $15 million, prior to
deducting placement fees and offering expenses payable by
NeuroBo.
In addition, NeuroBo today announced the closing under the
license agreement with Dong-A ST Co., Ltd. ("Dong-A"), pursuant to
which NeuroBo has obtained an exclusive license to develop and
commercialize DA-1241 and DA-1726, which are currently being
evaluated for the treatment of nonalcoholic steatohepatitis (NASH),
obesity and type 2 diabetes. Under the license agreement,
NeuroBo will be responsible for global development, regulatory and
commercial activities other than for certain Asian-Pacific
geographies. Dong-A will manufacture clinical supplies and initial
commercial supplies of the product at its manufacturing facility in
Korea.
The underwritten public offering was comprised of (1) 3,147,003
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 stockholder meetings are expected be held on or
before December 22, 2022. The
conversion price of the Series B Convertible Preferred Stock issued
in the 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 were issued separately.
Ladenburg Thalmann & Co. Inc. acted as sole book-running
manager in connection with the public offering and exclusive
placement agent for the concurrent private placement.
A total of 3,147,003 shares of common stock, 2,602,997 shares of
Series B Convertible Preferred Stock, and warrants to purchase up
to 11,500,000 shares of common stock were issued in the
underwritten public offering including the full exercise of the
over-allotment option.
In the concurrent private placement, NeuroBo sold $15 million of securities consisting of Series A
Convertible Preferred Stock and warrants to purchase shares of
common stock to Dong-A. The private placement offering was
comprised of Series A Convertible Preferred Stock, which are
convertible into shares of common stock at a price of $3.00 per share, and such number of warrants as
Dong-A would have received had they invested such amount in the
public offering.
In addition, upon the closing of the license agreement, NeuroBo
issued $22 million of its Series A
Convertible Preferred Stock, which are convertible into shares of
common stock at a price of $3.00 per
share, as an upfront payment under the license agreement.
The Series A Convertible Preferred Stock and the warrants are
not convertible or exercisable until NeuroBo's shareholders have
approved the issuance of the shares underlying the Series A
Convertible Preferred Stock and warrants issued and sold under the
private placement and issued under the license agreement.
The terms of the Series A Convertible Preferred Stock and
warrants issued in the private placement and as the upfront payment
under the license agreement 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 and as the upfront license payment 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 securities issued as part of the underwritten public
offering were offered pursuant to a registration statement on Form
S-1, as amended (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 and as
part of the upfront license payment 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 was filed
by NeuroBo with the SEC on November 7,
2022. 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
NeuroBo Pharmaceuticals, Inc., is a clinical-stage biotechnology
company focused on therapies for cardiometabolic diseases.
Its primary therapeutics programs include DA-1241 and DA-1726,
DA-1241 is a novel G-Protein-Coupled Receptor 119 (GPR119) agonist,
which promotes the release of key gut peptides GLP-1, GIP and PYY,
which, in turn, play an important role in glucose metabolism, lipid
metabolism and weight loss. DA-1726 is a novel oxyntomodulin
(OXM) analogue functioning as a glucagon-like peptide-1 receptor
(GLP1R) and glucagon receptor (GCGR) dual agonist. OXM is a
naturally-occurring, 37-amino acid peptide hormone that is released
from the gut after ingestion of a meal, activating both the GLP-1
and glucagon receptors, prompting reduced food intake as well as an
increase in energy expenditure, potentially resulting in superior
body weight loss compared to selective GLP-1 receptor agonists.
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 execute on our commercial strategy, the timeline for
regulatory submissions and potential regulatory approval of our
current and future product candidates, the ability to realize the
benefits of the license, including the impact on future financial
and operating results of NeuroBo; the ability to integrate the new
product candidates into NeuroBo's business in a timely and
cost-efficient manner; the cooperation of our contract
manufacturers, clinical study partners and others involved in the
development of our current and future product candidates; costs
related to the license agreement, known and unknown, including
costs of any litigation or regulatory actions relating to the
license agreement; changes in applicable laws or regulations;
effects of changes to NeuroBo's stock price on the terms of the
license agreement and any future fundraising; 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.