NeuroBo Pharmaceuticals Inc
For the period ended Sep 18, 2024. Filed Aug 21, 2024.
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Sep 18, 2024 · Filed Aug 21, 2024
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DEF 14A 1 ny20032269x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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August 21, 2024
Dear Stockholders:
You are cordially invited to attend a virtual Special Meeting of Stockholders (the“Special Meeting”) of NeuroBo Pharmaceuticals, Inc. (the“Company”) to be held on Wednesday, September 18, 2024, at 1:00 p.m. Eastern Time.
We invite you to attend the virtual Special Meeting and request that you vote on the proposals described in the accompanying Proxy Statement. However, you do not need to attend the virtual Special Meeting to vote your shares of our common stock, par value $0.001 per share (the“Common Stock”). Instead, you may vote by proxy, via the Internet, or by mail by following the instructions provided on the proxy card or voting instruction card, and we encourage you to vote before the Special Meeting.
The enclosed Notice of Special Meeting of Stockholders and the Proxy Statement contain details of the business to be conducted at the Special Meeting and information you should consider when you vote your shares of Common Stock.
At the Special Meeting, the agenda includes:
| • | Proposal 1 – to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of shares of our Common Stock, in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of: (i) up to 5,089,060 shares of Common Stock issuable upon the exercise of Series A Common Stock Purchase Warrants (the “Series A Warrants”) issued in a private placement pursuant to those certain Securities Purchase Agreements, dated as of June 23, 2024, entered into by and among the Company and certain institutional investors named therein (the “Securities Purchase Agreements”); (ii) up to 7,633,591 shares of Common Stock issuable upon the exercise of Series B Common Stock Purchase Warrants (the “Series B Warrants”) issued in a private placement pursuant to the Securities Purchase Agreements; and (iii) up to 127,227 shares of Common Stock issuable upon the exercise of Placement Agent Common Stock Purchase Warrants (the “Placement Agent Warrants,” and collectively with the Series A Warrants and the Series B Warrants, the “Warrants”) issued in a private placement pursuant to that certain Engagement Letter, dated as of May 23, 2024, as amended, by and between the Company and H.C. Wainwright & Co., LLC; and |
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| • | Proposal 2 – to authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1 described above. |
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The Board of Directors unanimously recommends that you vote FOR Proposal 1 and Proposal 2. Your vote isimportant.
The Board is not seeking the approval of our stockholders to authorize our entry into or the consummation of the transactions contemplated by the Securities Purchase Agreements, as such transactions have already been consummated in accordance with the rules of the Nasdaq Capital Market, the laws of the State of Delaware, and our Third Amended and Restated Certificate of Incorporation, as amended, and the Warrants have already been issued. We are only asking for approval to issue the shares of Common Stock underlying the Warrants upon the exercise thereof.
The Special Meeting will be held virtually through a live webcast. You will be able to attend the virtual Special Meeting online, vote electronically and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/NRBO2024SM and entering the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. You will not be able to attend the virtual Special Meeting in person.
Even if you are planning on attending the virtual Special Meeting online, please promptly submit your proxy vote via the Internet or by completing, dating, signing and returning the enclosed proxy card or voting instruction card, so your shares of Common Stock will be represented at the Special Meeting. Instructions on voting your shares of Common Stock are located on the proxy materials that you received for the Special Meeting.
| | | Sincerely, |
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| | | Andrew I. KovenChair of the Board of DirectorsCambridge, Massachusetts |
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, SEPTEMBER 18, 2024
To Our Stockholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of NeuroBo Pharmaceuticals, Inc. will be held as a virtual meeting on Wednesday, September 18, 2024, at 1:00 p.m. Eastern Time. You will be able to attend the virtual Special Meeting online and vote electronically during the Special Meeting by visiting www.virtualshareholdermeeting.com/NRBO2024SM and entering the 16-digit control number included in your proxy card or in the instructions that accompanied your proxy materials. You will not be able to attend the virtual Special Meeting in person.
We are holding the Special Meeting to consider and vote upon the following proposals, which are more fully described in the accompanying Proxy Statement:
| • | Proposal 1 – to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, par value $0.001 per share (the “Common Stock”), in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of: (i) up to 5,089,060 shares of Common Stock issuable upon the exercise of Series A Common Stock Purchase Warrants (the “Series A Warrants”) issued in a private placement pursuant to those certain Securities Purchase Agreements, dated as of June 23, 2024, entered into by and among the Company and certain institutional investors named therein (the “Securities Purchase Agreements”); (ii) up to 7,633,591 shares of Common Stock issuable upon the exercise of Series B Common Stock Purchase Warrants (the “Series B Warrants”) issued in a private placement pursuant to the Securities Purchase Agreements; and (iii) up to 127,227 shares of Common Stock issuable upon the exercise of Placement Agent Common Stock Purchase Warrants (the “Placement Agent Warrants”) issued in a private placement pursuant to that certain Engagement Letter, dated as of May 23, 2024, as amended, by and between the Company and H.C. Wainwright & Co., LLC (the “Issuance Proposal”); and |
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| • | Proposal 2 – to authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1 described above. |
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The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.
The Board of Directors unanimously recommends that you vote FOR Proposal 1 and Proposal 2. Only stockholders of record at the close of business on Friday, August 16, 2024, are entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof. Notwithstanding the foregoing, in accordance with theapplicable Nasdaq rules, the holders of 3,537,060 shares of Common Stock that were issued pursuant to the Securities Purchase Agreements prior to the Record Date will not be entitled to vote such shares of Common Stock on Proposal 1 and Proposal 2. As a result, a total of 4,949,736 shares of our Common Stock are entitledto vote on Proposal 1 and Proposal 2.
For ten days prior to the Special Meeting, a complete list of the stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose relating to the Special Meeting during ordinary business hours at our headquarters.
Your vote as a NeuroBo Pharmaceuticals, Inc. stockholder is very important. Each share of Common Stock that you own represents one vote.
For questions regarding your stock ownership, you may contact Marshall H. Woodworth at (857) 299-1022 or via email at info@neurobopharma.com or, if you are a registered holder, our transfer agent, Equiniti Trust Company, LLC, by phone at (800) 937-5449 or by following the instructions on their website at https://equiniti.com/us/ast-access/individuals/.
Whether or not you expect to virtually attend the Special Meeting, we encourage you to read the Proxy Statement and vote through the Internet, or request, sign and return your proxy card or voting instruction card as soon as possible, so that your shares of Common Stock may be represented at the Special Meeting. For specific instructions on how to vote your shares of Common Stock, please refer to the section entitled “Voting Instructions; Voting of Proxies” in the Proxy Statement.
| | | By Order of the Board of Directors |
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| | | Andrew I. KovenChair of the Board of DirectorsCambridge, Massachusetts |
NEUROBO PHARMACEUTICALS, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
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