Full Press Release Details
NEUROBO ANNOUNCES PRICING
OF $30 MILLION UNDERWRITTEN PUBLIC OFFERING AND CONCURRENT PRIVATE PLACEMENT
BOSTON, MA, November 4, 2022 - 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
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.
NeuroBo Pharmaceuticals, Inc.
Rx Communications Group