$20 million
upfront with up to an additional $50
million of aggregate gross proceeds upon the exercise in
full of clinical milestone-linked Series Warrants are expected to
provide cash runway to complete the Phase 1 Part 3 clinical
trial
CAMBRIDGE, Mass., June 25,
2024 /PRNewswire/ -- NeuroBo Pharmaceuticals,
Inc. (Nasdaq: NRBO) (NeuroBo), a clinical-stage biotechnology
company focused on the transformation of cardiometabolic diseases,
today announced the closing of its previously announced sale in a
private placement of 4,325,701 shares of its common stock (or
pre-funded warrants in lieu thereof), at a purchase price of
$3.93 per share (or per pre-funded
warrant in lieu thereof). In a concurrent registered direct
offering, NeuroBo issued and sold 763,359 shares of its common
stock at the same purchase price per share as in the private
placement. In addition, NeuroBo issued in the offerings
unregistered Series A warrants to purchase up to 5,089,060 shares
of common stock and unregistered Series B warrants to purchase up
to 7,633,591 shares of common stock (all the warrants,
collectively, the "Series Warrants"). The Series Warrants have an
exercise price of $3.93 per share and
will be exercisable beginning on the effective date of stockholder
approval of the issuance of the shares upon exercise of the Series
Warrants (the "Stockholder Approval"). The Series A warrants will
expire on the earlier of the twelve months anniversary of the
Stockholder Approval and within 60 days following the public
announcement of NeuroBo receiving positive Phase 1 multiple
ascending dose (MAD) data readout for DA-1726 and the Series B
warrants will expire on the earlier of the five years anniversary
of the Stockholder Approval and within six months following the
public announcement of NeuroBo receiving positive Phase 1 Part 3
data readout for DA-1726. The private placement and the registered
direct offering were priced at-the-market under Nasdaq rules.
H.C. Wainwright & Co. acted as the exclusive placement agent
for the offerings.
The aggregate gross proceeds to NeuroBo from the offerings were
approximately $20 million before
deducting the placement agent's fees and other offering expenses
payable by NeuroBo. NeuroBo currently intends to use the net
proceeds from the offerings for working capital and general
corporate purposes, including to continue the clinical development
of DA-1726 for the treatment of obesity. The potential additional
gross proceeds to NeuroBo from the Series Warrants, if fully
exercised on a cash basis, will be approximately $50 million and will be utilized to fund the
Phase 1 Part 3 clinical trial of DA-1726. No assurance can be given
that any of the Series Warrants will be exercised.
The shares of common stock offered in the registered direct
offering (but excluding the securities offered in the private
placement and the shares of common stock underlying the warrants
issued in the private placement) were offered and sold by NeuroBo
pursuant to a "shelf" registration statement on Form S-3
(Registration No. 333-278646), including a base prospectus,
previously filed with the Securities and Exchange Commission
("SEC") on April 12, 2024 and
declared effective by the SEC on April 23,
2024. The offering of the shares of common stock issued in
the registered direct offering were made only by means of a
prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and an accompanying base
prospectus relating to the registered direct offering were filed
with the SEC and are available on the SEC's website located at
http://www.sec.gov. Electronic copies of the final prospectus
supplement and the accompanying base prospectus may be obtained on
the SEC's website at http://www.sec.gov and may also be obtained by
contacting H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY
10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
The offer and sale of the securities in the private placement
and the Series Warrants described above were made in a transaction
not involving a public offering and have not been registered under
Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act") and/or Rule 506(b) of Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants issued in the private placement, have not been
registered under the Securities Act or applicable state securities
laws. Accordingly, the securities in the private placement, the
Series Warrants and underlying shares of common stock may not be
offered or sold in the United States except pursuant to
an effective registration statement with the SEC or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws. NeuroBo has agreed to
file an initial registration statement with the SEC covering the
resale of the securities to be issued in the private placement.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About NeuroBo Pharmaceuticals
NeuroBo Pharmaceuticals,
Inc. is a clinical-stage biotechnology company focused on
transforming cardiometabolic diseases. The company is currently
developing DA-1726 for the treatment of obesity, and is developing
DA-1241 for the treatment of Metabolic Dysfunction-Associated
Steatohepatitis (MASH). DA-1726 is a novel oxyntomodulin
(OXM) analogue that functions as a glucagon-like peptide-1 receptor
(GLP1R) and glucagon receptor (GCGR) dual agonist. OXM is a
naturally-occurring gut hormone that activates GLP1R and GCGR,
thereby decreasing food intake while increasing energy expenditure,
thus potentially resulting in superior body weight loss compared to
selective GLP1R agonists. DA-1241 is a novel G-protein-coupled
receptor 119 (GPR119) agonist that promotes the release of key gut
peptides GLP-1, GIP, and PYY. In pre-clinical studies, DA-1241
demonstrated a positive effect on liver inflammation, lipid
metabolism, weight loss, and glucose metabolism, reducing hepatic
steatosis, hepatic inflammation, and liver fibrosis, while also
improving glucose control.
For more information, please visit www.neurobopharma.com.
Forward Looking Statements
Certain statements in this
press release may be considered forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Words such as "believes", "expects", "anticipates", "may",
"will", "should", "seeks", "approximately", "intends", "projects",
"plans", "estimates" or the negative of these words or other
comparable terminology (as well as other words or expressions
referencing future events, conditions or circumstances) are
intended to identify forward-looking statements, which include,
among other statements, statements regarding the anticipated use of
proceeds from the offerings, the ability of NeuroBo to achieve
certain milestone events; the exercise of the Series Warrants upon
the achievement of such milestone events or otherwise prior to
their expiration and the receipt of stockholder approval.
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 press
release, including, without limitation, market and other
conditions, those risks associated with NeuroBo's ability to
execute on its commercial strategy; the timeline for regulatory
submissions; ability to obtain regulatory approval through the
development steps of NeuroBo's current and future product
candidates, the ability to realize the benefits of the license
agreement with Dong-A ST Co. Ltd., including the impact on future
financial and operating results of NeuroBo; the cooperation of
NeuroBo's contract manufacturers, clinical study partners and
others involved in the development of NeuroBo's current and future
product candidates; potential negative interactions between
NeuroBo's product candidates and any other products with which they
are combined for treatment; NeuroBo's ability to initiate and
complete clinical trials on a timely basis; NeuroBo's ability to
recruit subjects for its clinical trials; whether NeuroBo receives
results from NeuroBo's clinical trials that are consistent with the
results of pre-clinical and previous clinical trials; impact of
costs related to the license agreement, known and unknown,
including costs of any litigation or regulatory actions relating to
the license agreement; effects of changes in applicable laws or
regulations; effects of changes to NeuroBo's stock price on the
terms of the license agreement and any future fundraising; and
other risks and uncertainties described in NeuroBo's filings with
the Securities and Exchange Commission, including NeuroBo's most
recent Annual Report on Form 10-K. 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, except as required by law.
Contacts:
NeuroBo Pharmaceuticals
Marshall H. Woodworth
Chief Financial Officer
+1-857-299-1033
marshall.woodworth@neurobopharma.com
Rx Communications Group
Michael Miller
+1-917-633-6086
mmiller@rxir.com
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SOURCE NeuroBo Pharmaceuticals, Inc.