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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2022

NEUROBO PHARMACEUTICALS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37809

47-2389984

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

200 Berkeley Street, Office 19th Floor

Boston, Massachusetts 02116

(Address of principal executive offices, including Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 702-9600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

    

Trading

Symbol(s)

    

Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

NRBO

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

At the annual meeting (the “Annual Meeting”) of stockholders of NeuroBo Pharmaceuticals, Inc. (the “Company”) on June 9, 2022, the Company’s stockholders (i) elected two Class III directors to the Company’s Board of Directors, each to serve three-year terms until the 2025 annual meeting of stockholders, (ii) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, (iii) approved (on an advisory basis) the compensation of the Company’s named executive officers, (iv) approved (on an advisory basis) that an advisory vote on the compensation of the Company’s named executive officer should occur every three years, (v) approved an  amendment to the Company’s Certificate of Incorporation to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-35 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 35 shares would be combined, converted and changed into 1 share of the Company’s common stock (“Proposal 5”) and (vi) to authorize of one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 5.

At the Annual Meeting, the total number of shares represented in person or by proxy was 14,844,943 of the 26,661,771 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting as of the May 17, 2022 record date.

The voting results at the Annual Meeting are shown below:

Proposal 1—Election of Directors

Class III Nominees

    

Votes For

Votes Withheld

Broker Non-Votes

 

Richard Kang, Ph. D.

14,626,475

173,361

45,107

Michael Salsbury

14,599,358

199,468

46,117

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For

    

Votes Against

    

Votes Abstain

 

14,756,472

46,750

41,721

Proposal 3—Approval (on an advisory basis) of the compensation of the Company’s named executive officers

Votes For

    

Votes Against

    

Votes Abstain

 

14,731,202

71,005

42,736

Proposal 4—Approval (on an advisory basis) of whether an advisory vote on the compensation of the Company’s named executive officers should occur once every one, two, or three years

One Year

    

Two Years

    

Three Years

    

Votes Abstain

 

1,090,264

43,232

13,672,472

38,975

Proposal 5—Approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse split of the Company outstanding common stock at a ratio in the range of 1-for-5 to 1-for-35 to be determined at the discretion of the Company’s Board of Directors, whereby each outstanding 5 to 35 shares would be combined, converted and changed into 1 share of the Company’s common stock

Votes For

    

Votes Against

    

Votes Abstain

 

14,696,022

118,273

30,648

Proposal 6—Authorization of one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 5

Votes For

    

Votes Against

    

Votes Abstain

 

14,635,583

166,359

43,001

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.

NEUROBO PHARMACEUTICALS, INC.

Date: June 10, 2022

By:

/s/ Ben Gil Price

Ben Gil Price

President and Chief Executive Officer

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