08/21/2024 | Press release | Distributed by Public on 08/21/2024 14:02
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Preliminary Proxy Statement
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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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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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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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Sincerely,
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Andrew I. Koven
Chair of the Board of Directors
Cambridge, Massachusetts
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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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By Order of the Board of Directors
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Andrew I. Koven
Chair of the Board of Directors
Cambridge, Massachusetts
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GENERAL INFORMATION ABOUT THE MEETING
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1
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GENERAL PROXY INFORMATION
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3
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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6
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PROPOSAL 1 APPROVAL OF THE ISSUANCE PROPOSAL
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7
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PROPOSAL 2 ADJOURNMENT OF SPECIAL MEETING
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12
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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ADDITIONAL INFORMATION
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HOUSEHOLDING
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AVAILABLE INFORMATION
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16
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OTHER MATTERS
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Proposal 1 - 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 (as defined below), dated as of June 23, 2024, entered into by and among the Company and certain institutional investors named therein; (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 (the "Engagement Letter"), by and between the Company and H.C. Wainwright & Co., LLC (the "Placement Agent") (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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Vote at the virtual Special Meeting - to participate in the Special Meeting, you will need the 16-digit control number included in your proxy card or in the instructions that accompanied your proxy materials. Submitting a proxy will not prevent a stockholder from attending the virtual Special Meeting, revoking its earlier submitted proxy, and voting by remote communication.
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Vote through the Internet - you may vote through the Internet. To vote by Internet, you will need to use the 16-digit control number included in your proxy card or in the instructions that accompanied your proxy materials and follow the additional steps when prompted. The steps have been designed to authenticate your identity, allow you to give voting instructions, and confirm that those instructions have been recorded properly.
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Vote by mail - complete, sign and date the accompanying proxy card and return it as soon as possible before the Special Meeting in the envelope provided. If the postage-paid envelope is missing, please mail your completed proxy card to the attention of our Secretary, NeuroBo Pharmaceuticals, Inc., 545 Concord Avenue, Suite 210, Cambridge, Massachusetts 02138.
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delivering to our Secretary (by any means, including facsimile) a written notice stating that the proxy is revoked;
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signing and delivering a proxy bearing a later date;
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voting again through the Internet; or
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attending and voting at the virtual Special Meeting (although attendance at the Special Meeting will not, by itself, revoke a proxy).
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each person, or group of affiliated persons, who we know to beneficially own more than 5% of our Common Stock;
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each of our named executive officers and directors; and
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all of our executive officers and directors as a group.
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Shares
Beneficially
Owned
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Name Of Beneficial Owner
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Number
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Percent
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Greater than 5% securityholders
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Armistice Capital, LLC(1)
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844,000
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9.98%
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Dong-A ST Co., Ltd.(2)
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5,348,199
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63.22%
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Executive Officers and Directors
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Mark A. Glickman(3)
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3,907
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*
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Jason L. Groves(4)
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10,099
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*
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Andrew I. Koven(5)
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10,100
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*
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Hyung Heon Kim(6)
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42,406
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*
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Michael Salsbury(7)
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10,099
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D. Gordon Strickland(8)
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9,997
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James P. Tursi, M.D.(9)
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2,458
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Marshall H. Woodworth
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-
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All current executive officers and directors as a group (8 persons)
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89,066
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1.05%
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Indicates beneficial ownership of less than one percent.
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(1)
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Represents: 844,000 shares of Common Stock directly held by Armistice, and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of Armistice; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Excludes: (i) 1,552,000 shares issuable upon the exercise of vested Pre-Funded Warrants; (ii) 6,361,326 shares issuable upon the exercise of unvested Series A Warrants and Series B Warrants; and (iii) 26,724 shares issuable upon the exercise of certain other vested warrants (the "Existing Warrants"). The Pre-Funded Warrants are subject to a beneficial ownership limitation of 9.99% and the Series A Warrants, the Series B Warrants and the Existing Warrants are subject to a beneficial ownership limitation of 4.99%, which such limitations restrict the Armistice and its affiliates owning, after exercise, a number of shares of Common Stock in excess of the beneficial ownership limitation. The address of Armistice is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
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(2)
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Represents shares of Common Stock owned by Dong-A, a South Korean corporation, with an address of Dong-A is 64, Cheonho-daero, Dongdaemun-gu, Seoul, Republic of Korea.
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(3)
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Represents 3,907 shares of Common Stock.
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(4)
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Represents (i) 9,766 shares of Common Stock; and (ii) 333 shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of August 1, 2024.
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(5)
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Represents (i) 333 shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of August 1, 2024; and (ii) 9,767 shares of Common Stock issuable upon settlement of RSU awards that vest within 60 days of August 1, 2024.
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(6)
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Represents: (i) 83 shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of August 1, 2024; and (ii) 42,323 shares of Common Stock issuable upon settlement of RSU awards that vest within 60 days of August 1, 2024.
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(7)
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Represents (i) 9,766 shares of Common Stock; and (ii) 333 shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of August 1, 2024.
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(8)
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Represents (i) 9,766 shares of Common Stock; and (ii) 231 shares of Common Stock underlying options to purchase Common Stock that are exercisable within 60 days of August 1, 2024.
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(9)
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Represents 2,458 shares of Common Stock.
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