UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01Entry into a Material Definitive Agreement.
As previously reported on November 8, 2022, NeuroBo Pharmaceuticals, Inc. (the “Company”) issued Series A Warrants and Series B Warrants (collectively, the “Warrants”) to Dong-A ST Co., Ltd. On April 12, 2023, the Company amended the Warrants to remove the provisions which limited Dong-A’s right to right to exercise any portion of its Warrants if Dong-A (together with Dong-A’s affiliates, and any persons acting as a group together with Dong-A or its affiliates) would beneficially own a number of shares of the Company’s common stock in excess of 4.99% (or, upon election by Dong-A prior to the issuance of any shares, 9.99%) of the shares of the Company’s common stock then outstanding. The terms of the Warrants remain otherwise unchanged.
Item 3.03Material Modification to Rights of Security Holders.
To the extent required, the information included in Items 1.01 and 8.01 of this Current Report is hereby incorporated by reference into this Item 3.03.
Item 9.01.Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit |
| Exhibit Description |
4.1 | ||
4.2 | ||
104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEUROBO PHARMACEUTICALS, INC. | ||
Date: April 14, 2023 | By: | /s/ Joseph Hooker |
Joseph Hooker | ||
Interim President and Chief Executive Officer | ||
Exhibit 4.1
AMENDMENT TO THE
SERIES A COMMON STOCK PURCHASE WARRANT
ISSUED TO DONG-A ST. CO. LTD. BY
NEUROBO PHARMACEUTICALS, INC.
The Series A Common Stock Purchase Warrant dated November 8, 2022 (the “Series A Warrant”) is hereby amended as follows, effective as of April 12, 2023.
1.Section 2(e) (Holder’s Exercise Limitations) is hereby deleted in its entirety, and all references to “Beneficial Ownership Limitation”, ‘Attribution Parties” and any other provision or definition therein providing for or relating to the exercise limitations in Section 2(e) are hereby deemed removed and without further force or effect.
2.Except as specifically amended herein, the Series A Warrant shall remain unchanged and in full force and effect.
| NEUROBO PHARMACEUTICALS, INC. | ||
| | ||
| By: | /s/ Joseph Hooker | |
| | Name: | Joseph Hooker |
| | Title: | Interim CEO and President |
Exhibit 4.2
AMENDMENT TO THE
SERIES B COMMON STOCK PURCHASE WARRANT
ISSUED TO DONG-A ST. CO. LTD. BY
NEUROBO PHARMACEUTICALS, INC.
The Series B Common Stock Purchase Warrant dated November 8, 2022 (the “Series B Warrant”) is hereby amended as follows, effective as of April 12, 2023.
1.Section 2(e) (Holder’s Exercise Limitations) is hereby deleted in its entirety, and all references to “Beneficial Ownership Limitation”, ‘Attribution Parties” and any other provision or definition therein providing for or relating to the exercise limitations in Section 2(e) are hereby deemed removed and without further force or effect.
2.Except as specifically amended herein, the Series B Warrant shall remain unchanged and in full force and effect.
| NEUROBO PHARMACEUTICALS, INC. | ||
| | ||
| By: | /s/ Joseph Hooker | |
| | Name: | Joseph Hooker |
| | Title: | Interim CEO and President |