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Item 3.03
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Material Modification to Rights of
Security Holders.
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To the extent required by Item 3.03 of Form 8-K, the information
contained in Item 5.03 of this report is incorporated herein by
reference.
Item 5.03Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, on June 9, 2022, NeuroBo Pharmaceuticals,
Inc. (the “Company”) held the
Company’s annual meeting of stockholders (the “Annual Meeting”). At
the Annual Meeting, the stockholders approved a proposal to amend
the Company’s Certificate of Incorporation to effect a reverse
split of the Company’s outstanding Common Stock, par value $0.001
(“Common
Stock”) at a ratio in the range of 1-for-5 to 1-for-35 to be
determined at the discretion of our Board of Directors, whereby
each outstanding 5 to 35 shares would be combined, converted and
changed into 1 share of our Common Stock, to enable the Company to
comply with the Nasdaq Stock Market’s continued listing
requirements.
Following the Annual Meeting, the Board approved a 1-for-30 reverse
stock split of the Company’s issued and outstanding shares of
Common Stock (the “Reverse Stock
Split”). On September
12, 2022, the Company filed with the Secretary of State of the
State of Delaware a Certificate of Amendment to its Third Amended
and Restated Certificate of Incorporation (the “Certificate of
Amendment”) to effect the Reverse Stock Split. The Reverse
Stock Split will become effective as of 5:00 p.m. Eastern Time on
September 12, 2022, and the Company’s Common Stock is expected to
begin trading on a split-adjusted basis when the Nasdaq Stock
Market opens on September 13, 2022.
When the Reverse Stock Split becomes effective, every 30 shares of
the Company’s issued and outstanding Common Stock will
automatically be combined, converted and changed into 1 share of
our Common Stock, without any change in the number of authorized
shares or the par value per share. In addition, a proportionate
adjustment will be made to the per share exercise price and the
number of shares issuable upon the exercise of all outstanding
stock options, restricted stock units and warrants to purchase
shares of Common Stock and the number of shares reserved for
issuance pursuant to the Company’s equity incentive compensation
plans. Any fraction of a share of Common Stock that would be
created as a result of the Reverse Stock Split will be rounded down
to the next whole share and the stockholder will receive cash equal
to the market value of the fractional share, determined by
multiplying such fraction by the closing sales price of the
Company’s Common Stock as reported on Nasdaq on the last trading
day before the Reverse Stock Split becomes effective (on a
split-adjusted basis).
The Company’s Common Stock will continue to trade on the Nasdaq
Capital Market under the symbol “NRBO”. The new CUSIP number for
the Common Stock following the Reverse Stock Split will be 64132R
206.
American Stock Transfer & Trust Company, LLC, the Company’s
transfer agent, will act as the exchange agent for the Reverse
Stock Split.
For more information about the Reverse Stock Split, see the
Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy
Statement”), which was filed with the Securities and Exchange
Commission and mailed to the Company’s stockholders on or about May
18, 2022, the relevant portions of which are incorporated herein by
reference. A copy of the Certificate of Amendment is attached as
Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01Other
Events.
On September 12, 2022, the Company issued a press release
announcing that the Board has approved the Reverse Stock Split. A
copy of the press release is attached hereto as Exhibit 99.1, and
is incorporated herein by reference.