$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 24,
2024 /PRNewswire/ -- NeuroBo Pharmaceuticals,
Inc. (Nasdaq: NRBO) (NeuroBo), a clinical-stage biotechnology
company focused on the transformation of cardiometabolic diseases,
today announced that it has entered into definitive agreements for
the issuance and 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 has agreed to issue and sell 763,359
shares of its common stock at the same purchase price per share as
in the private placement. In addition, NeuroBo has agreed to issue
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
will 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. The closing of the offerings is expected to occur on
or about June 25, 2024, subject to
the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offerings.
The aggregate gross proceeds to NeuroBo from the offerings are
expected to be 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, as well as 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) are being 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 to be
issued in the registered direct offering are being 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 will be filed with the SEC and will be available on the
SEC's website located at http://www.sec.gov. Electronic copies of
the final prospectus supplement and the accompanying base
prospectus, when available, may be obtained on the SEC's website at
http://www.sec.gov and may also be obtained, when available, 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 are being 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 completion of the
offerings, the satisfaction of customary closing conditions related
to the offerings, the anticipated use of proceeds therefrom, 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.