Proxy Results Form 8 K

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 18, 2024, NeuroBo Pharmaceuticals, Inc. (the "Company") held a virtual special meeting of stockholders (the "Special Meeting"). The Company's stockholders voted on two proposals at the Special Meeting as set forth below, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 21, 2024. There were 3,113,652 shares of common stock, par value $0.001 per share (the "Common Stock") present and entitled to vote at the Special Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Special Meeting, each share of Common Stock represented one vote.

At the Special Meeting, the Company's stockholders voted on the following proposals:

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 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 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 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

2.	To authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve the Issuance Proposal described above (the "Adjournment Proposal").

The voting results at the Special Meeting are shown below:

Proposal 1: The Issuance Proposal.

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Votes For		Votes Against		Abstentions
2,987,855	​	54,375	​	71,422

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The stockholders of the Company approved the Issuance Proposal.

Proposal 2: The Adjournment Proposal.

70,689	​	​	​	​
Votes For		Votes Against		Abstentions
2,997,754	​	45,209	​	70,689

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The stockholders of the Company approved the Adjournment Proposal.

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