Transaction Information
NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO) announced the closing of an underwritten public offering of units with gross proceeds of approximately $17.3 million, which includes the full exercise of the underwriter's over-allotment option to purchase additional shares and warrants, prior to deducting underwriting discounts and commissions and offering expenses payable by NeuroBo. NeuroBo also announced the closing of the concurrent private placement of Series A Convertible Preferred Stock and warrants with gross proceeds of $15 million, prior to deducting placement fees and offering expenses payable by NeuroBo.
The underwritten public offering was comprised of (1) 3,147,003 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 stockholder meetings are expected be held on or before December 22, 2022. The conversion price of the Series B Convertible Preferred Stock issued in the 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 were issued separately.
Ladenburg Thalmann & Co. Inc. acted as sole book-running manager in connection with the offering and as exclusive placement agent for the concurrent private placement.
A total of 3,147,003 shares of common stock, 2,602,997 shares of Series B Convertible Preferred Stock, and warrants to purchase up to 11,500,000 shares of common stock were issued in the underwritten public offering including the full exercise of the over-allotment option.
In the concurrent private placement, NeuroBo sold $15 million of securities consisting of Series A Convertible Preferred Stock and warrants to purchase shares of common stock to Dong-A. The private placement offering was comprised of Series A Convertible Preferred Stock, which are convertible into shares of common stock at a price of $3.00 per share, and such number of warrants as Dong-A would have received had they invested such amount in the public offering.
In addition, upon the closing of the license agreement, NeuroBo issued $22 million of its Series A Convertible Preferred Stock, which are convertible into shares of common stock at a price of $3.00 per share, as an upfront payment under the license agreement. The Series A Convertible Preferred Stock and the warrants are not convertible or exercisable until NeuroBo's shareholders have approved the issuance of the shares underlying the Series A Convertible Preferred Stock and warrants issued and sold under the private placement and issued under the license agreement.
The terms of the Series A Convertible Preferred Stock and warrants issued in the private placement and as the upfront payment under the license agreement 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 and as the upfront license payment 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.
About NeuroBo Pharmaceuticals, Inc.
NeuroBo Pharmaceuticals, Inc. is a clinical-stage biotechnology company focused on therapies for cardiometabolic diseases. For more information, please visit www.neurobopharma.com.
The information and material presented is provided for informational purposes only and are not to be used or considered as an offer or the solicitation of an offer to sell or buy any securities mentioned herein.