UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 27, 2024, the Board of Directors (the “Board”) of NeuroBo Pharmaceuticals, Inc. (the “Company”) adopted a First Amendment (the “First Amendment to 2022 EIP”) to the NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”). On June 7, 2024, at the Annual Meeting (as defined below), the stockholders of the Company approved the First Amendment to 2022 EIP.
Pursuant to the terms and conditions of the First Amendment to 2022 EIP, the 2022 Equity Incentive Plan was amended to:
| ● | automatically increase on January 1st of each year for a period of eight years commencing on January 1, 2025 and ending on (and including) January 1, 2032, the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in the 2022 Equity Incentive Plan) to an amount equal to 10% of the Fully Diluted Shares (as defined in the 2022 Equity Incentive Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock; and |
| ● | increase the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options (as defined in the 2022 Equity Incentive Plan) to 1,000,000 shares of the Common Stock plus the amount of any increase in the number of shares that may be available for issuance pursuant to the annual increase described above, but in no event more than 15,000,000 shares of the Common Stock issued as Incentive Stock Options. |
A copy of the First Amendment to 2022 EIP is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
At the annual meeting (the “Annual Meeting”) of stockholders the Company, held on June 7, 2024, the Company’s stockholders (i) elected three Class II directors to the Company’s Board of Directors, each to serve three-year terms until the 2027 annual meeting of stockholders, (ii) ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and (iii) approved the First Amendment to 2022 EIP, effective as of June 7, 2024.
At the Annual Meeting, the total number of shares represented in person or by proxy was 3,704,835, or 75.5%, of the 4,906,002 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting as of the April 24, 2024 record date.
The voting results at the Annual Meeting are shown below:
Proposal 1—Election of three Class II directors, each to serve three-year terms until the 2027 annual meeting of stockholders and until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal.
Class I Nominees |
| Votes For |
| Votes Withheld |
| Broker Non-Votes | |
Jason L. Groves |
| 3,041,064 | 12,600 | 651,171 | |||
Hyung Heon Kim |
| 3,049,579 | 4,085 | 651,171 | |||
Andrew Koven | 3,011,947 | 41,717 | 651,171 | ||||
Proposal 2—Ratification of the Appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Votes For |
| Votes Against |
| Votes Abstain/Withheld |
3,687,022 | 14,705 | 3,108 |
Proposal 3—Approval of a first amendment to the NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan.
Votes For |
| Votes Against |
| Votes Abstain/Withheld | Broker Non-Votes | |
2,953,825 | 96,317 | 3,522 | 651,171 |
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Exhibit Description |
10.1 | ||
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: June 7, 2024 | By: | /s/ Hyung Heon Kim | |
Hyung Heon Kim | |||
President and Chief Executive Officer | |||
Exhibit 10.1
FIRST AMENDMENT
TO THE NEUROBO PHARMACEUTICALS, INC.
2022 EQUITY INCENTIVE PLAN
This First Amendment to the NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan (this “First Amendment”) is made and adopted by NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), which shall be effective from and after the date this First Amendment is approved by the stockholders of the Company. Following such effective date, any reference to the “NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan” shall mean the NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan, as amended hereby. Capitalized terms used herein without definition shall have the meanings assigned to them in the NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan.
Whereas, the Company maintains the NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan (the “2022 Plan”);
Whereas, the Board of Directors of the Company (the “Board”) may amend the 2022 Plan at any time, pursuant to and subject to Section 7(b) of the 2022 Plan, contingent on approval by stockholders of the Company, if stockholder approval is required by applicable securities exchange rules or applicable law; and
Whereas, the Board, upon recommendation from the Compensation Committee of the Board, has determined that it is advisable and in the best interest of the Company and the Company’s stockholders to amend the 2022 Plan to: (a) increase the annual replenishment of the shares of the Common Stock that may be issued pursuant to the 2022 Plan to 10% of the Fully Diluted Shares as of the last day of the preceding calendar year; provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of the Common Stock and (b) increase the aggregate maximum number of shares of the Common Stock that may be issued pursuant to the exercise of Incentive Stock Options to 15,000,000.
Now, Therefore, the 2022 Plan is hereby amended as follows:
“In addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common Stock will automatically increase on January 1st of each year for a period of eight years commencing on January 1, 2025 and ending on (and including) January 1, 2032, to an amount equal to 10% of the Fully Diluted Shares as of the last day of the preceding calendar year; provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock.”
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“(b)Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 1,000,000 shares of the Company Stock plus the amount of any increase in the number of shares that may be available for issuance pursuant to Awards pursuant to Section 2(a), but in no event shall more than 15,000,000 shares of the Company Stock be issued as Incentive Stock Options.”
In Witness Whereof, I hereby certify that the foregoing First Amendment was duly adopted by the Board of Directors of NeuroBo Pharmaceuticals, Inc. on March 27, 2024.
NeuroBo Pharmaceuticals, Inc.
By: /s/ Hyung Heon Kim
Name:Hyung Heon Kim Officer
Title: President and Chief Executive Officer
As adopted by the Board of Directors of the Company on March 27, 2024.
As approved by the stockholders of the Company on June 7, 2024.
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