0001558370-21-007427 | 10-Q | XBRL Viewer | Neurobo Pharmaceuticals INC

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of future minimum payments of other commitments

As of March 31, 2021, future minimum payments under the agreement, which is cancellable annually at the end of each research year, are as follows (in thousands):


	December 31,

2021 (April 1 to December 31)	$	132
2022		220
	$	352

Head Quarters in Boston Lease

Schedule that reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the unaudited consolidated balance sheet

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of March 31, 2021 (in thousands):


	As of
	March 31,
2021 (period April 1 to December 31)	$	24
2022		32
2023		32
2024		16
Total lease payments		104
Less effect of discounting		(15)
Total		89
Short-term portion		(24)
Long-term portion	$	65

Subsequent Events (Details) - Head Quarters in Boston Lease - USD ($) $ in Thousands			1 Months Ended
	May 14, 2021	Feb. 01, 2021	Sep. 30, 2019
Subsequent Event [Line Items]
Term of contract	6 months	6 months	1 year
Monthly rental cost	$ 3	$ 3	$ 21
Rent concessions granted by the landlord	$ 2	$ 1	$ 32

Stock-Based Compensation - Evergreen provision (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
2019 Plan
Number of Options
Period of automatic increase in shares reserved	10 years
Percentage of the common shares outstanding (as a percent)	4.00%
2019 Plan \| Stock options
Number of Options
Vested	25,000	42,862
Forfeited, nonvested	270,287	0
Stock Plan 2018 And 2019 Plans
Unrecognized share-based compensation
Unrecognized share-based compensation cost	$ 1.0
Unrecognized share-based compensation - Weighted average period	1 year 9 months 18 days
Stock Plan 2018 And 2019 Plans \| Stock options
Number of Options
Aggregate maximum number of shares of common stock that may be issued	5,172,646
Maximum \| 2019 Plan
Number of Options
Aggregate maximum number of shares of common stock that may be issued	6,680,000

Balance Sheet Detail (Tables)

3 Months Ended

Mar. 31, 2021

Balance Sheet Detail

Schedule of property and equipment



	March 31,		December 31,
	2021		2020
Research and development equipment	$	158	$	158
Office equipment		60		60
Total property and equipment		218		218
Less accumulated depreciation		(75)		(63)
Property and equipment, net	$	143	$	155

Schedule of accrued liabilities


	March 31,		December 31,
	2021		2020
External research and development expenses	$	71	$	218
Payroll related		22		277
Professional services		291		561
Other		68		40
Total	$	452	$	1,096

License Agreement - Beijing (Details) $ in Thousands	3 Months Ended
License Agreement - Beijing (Details) $ in Thousands	Mar. 31, 2021 USD ($)
License Agreement with Beijing SL
License Agreements
Revenue recognized from the agreement	$ 0

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2021
Income Taxes
Income Taxes	10. Income Taxes The effective tax rate for the three month periods ended March 31, 2021 and 2020 was zero percent. As a result of the analysis of all available evidence as of March 31, 2021 and December 31, 2020, the Company recorded a full valuation allowance on its net deferred tax assets. Consequently, the Company reported no income tax benefit for the three month periods ended March 31, 2021 and 2020. If the Company’s assumptions change and the Company believes that it will be able to realize these deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be recognized as a reduction of future income tax expense. If the assumptions do not change, each period the Company could record an additional valuation allowance on any increases in the deferred tax assets. On December 27, 2020, the President of the United States signed the Consolidated Appropriations Act, 2021 (“Consolidated Appropriations Act”) into law. The Consolidated Appropriations Act is intended to enhance and expand certain provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), allows for the deductions of expenses related to the Paycheck Protection Program funds received by companies, and provides an update to meals and entertainment expensing for 2021. The Consolidated Appropriations Act did not have a material impact to the Company’s income tax provision for during the three months ended March 31, 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Commitments and Contingencies - Xiehecheng Cultivation Service Agreement (Details) - Xiehecheng Chinese Herm Limited Corporation - Cultivation Service Agreement $ in Thousands	Mar. 31, 2021 USD ($)
Other Commitments [Line Items]
2022	$ 132
2023	220
Other Commitment, Total	$ 352

Stockholders’ Equity (Deficit)

3 Months Ended

Mar. 31, 2021

Stockholders’ Equity

Stockholders’ Equity (Deficit)

7. Stockholders’ Equity

2021 Private Placement

On January 21, 2021, the Company closed on a Securities Purchase Agreement (the “2021 Purchase Agreement”) with certain institutional and accredited investors, pursuant to which the Company, in a private placement (“2021 Private Placement”), agreed to issue and sell an aggregate of 2,500,000 shares of the Company’s common stock at a purchase price of $4.00 per share, and warrants to purchase an aggregate of 2,500,000 shares of the Company’s common stock (the “2021 Warrants”), resulting in total gross proceeds to the Company of $10.0 million, before deducting placement agent fees and offering expenses. The 2021 Warrants have an initial exercise price of $6.03 per share. The 2021 Warrants are exercisable beginning six months following the date of issuance and will expire five and one-half years following such date. The fair value of the 2021 Warrants was $7.5 million and was based on the Black-Scholes pricing model. Input assumptions used were as follows: a risk-free interest rate of 0.5%; expected volatility of 76.0%; expected life of 5.5 years; expected dividend yield of 0%; and the underlying traded stock price. The 2021 Warrants were classified in stockholders’ equity as the number of shares were fixed and determinable, no cash settlement required and no other provisions precluding equity treatment.

Issuance costs in connection with the 2021 Private Placement were $0.9 million which included cash commissions equal to $0.7 million and legal and other fees of $0.2 million.

Warrants

The following warrants were outstanding as of March 31, 2021 and December 31, 2020:



	Exercise Price		Number Outstanding		Expiration Date	Number Exercisable
	$	186.75		1,440	July 2028		1,440
	$	260.00		39,115	March 2022		39,115
	$	12.50		37,500	April 2025		37,500
Total outstanding December 31, 2020				78,055			78,055

	$	$6.03		2,500,000	July 2026		—
Total outstanding March 31, 2021				2,578,055			78,055

Balance Sheet Detail (Details) - USD ($) $ in Thousands	3 Months Ended
Balance Sheet Detail (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Balance Sheet Detail
Total property and equipment	$ 218		$ 218
Less accumulated depreciation	(75)		(63)
Property and equipment, net	143		155
Depreciation	12	$ 11
Research and development equipment
Balance Sheet Detail
Total property and equipment	158		158
Office equipment
Balance Sheet Detail
Total property and equipment	$ 60		$ 60

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
License Agreement \| YourChoice
Related Party Transactions
Royalty and milestone payment due	$ 19,500
Manufacturing Agreement
Related Party Transactions
Related Party Costs	0	$ 0
Dong-A ST \| Manufacturing Agreement
Related Party Transactions
Related Party Costs	$ 0	$ 0

Merger Related Agreements

3 Months Ended

Mar. 31, 2021

Merger Related Agreements

Merger Related Agreements

4. Merger Related Agreements

ANA Merger Milestone Payments

Pursuant to the 2020 Merger Agreement, following the closing of the 2020 Merger, the Company is obligated to pay milestone payments (each, a “Milestone Payment”) to certain persons identified in the 2020 Merger Agreement (each a “Stakeholder” and collectively, the “Stakeholders”) in the form, time and manner as set forth in the 2020 Merger Agreement, upon the achievement of the following milestone events set forth below by the Company or any of its affiliates (each, a “Milestone Event”):


Milestone Event				Milestone Payment
First receipt of Marketing Approval (as defined in the 2020 Merger Agreement) from the FDA for any Niclosamide Product (as defined in the 2020 Merger Agreement)		$		45.0 million
Sales Milestones:
Milestone Event – Worldwide Cumulative Net Sales of a Niclosamide Product
equal to or greater than:				Milestone Payment
$500 million			$	$9.0 million
$1 billion	$			13.5 million
$3 billion	$			36.0 million
$5 billion	$			72.0 million

In connection with the 2020 Merger, the Company assumed a license agreement (the “YourChoice Agreement”) between ANA and YourChoice Therapeutics, Inc. (“YourChoice”).YourChoice granted to ANA, during the term of the YourChoice Agreement, an exclusive, worldwide, fee-bearing license derived from the licensed intellectual property throughout the world. As further discussed in Note 5, pursuant to the YourChoice Agreement, the Company is obligated to pay Milestone Payments to YourChoice.

Additionally, pursuant to the 2020 Merger Agreement, the Company is obligated to pay a royalty of two and a half percent (2.5%) of annual worldwide net sales of each Niclosamide Product (as defined in the 2020 Merger Agreement) (each such payment, a “Royalty Payment”) to the Stakeholders in the form, time and manner as set forth in the 2020 Merger Agreement, following the first commercial sale of each Niclosamide Product (as defined in the 2020 Merger Agreement) on a country-by-country and Niclosamide Product-by-Niclosamide Product basis.

As of the March 31, 2021, no Royalty Payments had been accrued as there were no potential milestones yet considered probable.

Gemphire Contingent Value Rights Agreement.

On December 30, 2019, in connection with the 2019 Merger, Gemphire entered into the Contingent Value Rights Agreement (the “CVR Agreement”) with Grand Rapids Holders’ Representative, LLC, as representative of Gemphire’s stockholders prior to the 2019 Merger (the “Holders’ Representative”), and Computershare Inc. and Computershare Trust Company, N.A. as the rights agents (collectively, the “Rights Agent”). Under the CVR Agreement, which NeuroBo assumed in connection with the 2019 Merger, the holders of Gemphire shares at the time of the 2019 Merger (collectively, the “CVR Holders”) were entitled to receive 80% of the proceeds from the grant, sale, or transfer of rights to Gemcabene.

On March 23, 2021, NeuroBo, the Holders’ Representative, and the Rights Agent entered into the First Amendment to Contingent Value Rights Agreement (the “CVR Amendment”) to amend the CVR Agreement. Pursuant to the CVR Amendment, (i) the CVR Holders will continue to have the right to receive 80% of the proceeds from the grant, sale, or transfer of rights to Gemcabene as a treatment for cardiovascular conditions and (ii) the CVR Holders will now also receive 10% of the proceeds from the grant, sale, or transfer of rights to Gemcabene as a treatment for any indication outside of treating cardiometabolic diseases, including COVID-19.

As of the March 31, 2021, no milestones had been accrued as there were no potential payments under the CVR Agreement or the CVR Amendment that were yet considered probable.

Mergers - Milestone Events (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Business Acquisition [Line Items]
Percentage of royalty payments	2.50%
Amount of royalty payments accrued	$ 0
500 million
Business Acquisition [Line Items]
Sales based milestone payment	500,000
Milestone Payment	9,000
1 billion
Business Acquisition [Line Items]
Sales based milestone payment	1,000,000
Milestone Payment	13,500
3 billion
Business Acquisition [Line Items]
Sales based milestone payment	3,000,000
Milestone Payment	36,000
5 billion
Business Acquisition [Line Items]
Sales based milestone payment	5,000,000
Milestone Payment	72,000
ANA Merger \| First Receipt of Marketing Approval from the Food and Drug Administration
Business Acquisition [Line Items]
Milestone Payment	$ 45,000

Commitments and Contingencies - Operating Lease - Lease liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Maturity of the lease liability was as follows (in thousands):
2021	$ 24
2022	32
2023	32
2024	16
Total lease payments	104
Less effect of discounting	(15)
Total	89
Short-term portion	(24)	$ (24)
Lease liability, long-term	65
Head Quarters in Boston Lease
Maturity of the lease liability was as follows (in thousands):
Total	$ 0	$ 0

The Company and Basis of Presentation (Details) - USD ($) $ in Thousands		1 Months Ended
	Apr. 30, 2020	Jan. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Sale of Stock
Cash			$ 13,035	$ 10,089
Accumulated deficit			$ (69,868)	$ (66,544)
Common stock, shares issued			22,171,182	19,671,182
Registered Offering
Sale of Stock
Gross proceeds	$ 7,500
Private placement
Sale of Stock
Gross proceeds		$ 10,000
ANA Merger
Sale of Stock
Ownership acquired				100.00%
Common stock, shares issued				3,243,875

Balance Sheet Detail

3 Months Ended

Mar. 31, 2021

Balance Sheet Detail

Balance Sheet Detail

3. Balance Sheet Detail (in thousands)

Property and Equipment

Property and equipment consist of the following:



	March 31,		December 31,
	2021		2020
Research and development equipment	$	158	$	158
Office equipment		60		60
Total property and equipment		218		218
Less accumulated depreciation		(75)		(63)
Property and equipment, net	$	143	$	155

Depreciation expense was $12 and $11 for the three months ended March 31, 2021 and 2020, respectively.

Accrued liabilities

Accrued liabilities consist of the following as of:


	March 31,		December 31,
	2021		2020
External research and development expenses	$	71	$	218
Payroll related		22		277
Professional services		291		561
Other		68		40
Total	$	452	$	1,096

Mergers (Tables)	3 Months Ended
Mergers (Tables)	Mar. 31, 2021
Merger Related Agreements
Schedule of milestone events	72.0

Stockholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Jan. 21, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Warrants exercise price		$ 312,020.00		$ 312,021.00
Risk free interest rate			1.71%
Expected stock price volatility			77.50%
Expected dividend yield			0.00%
Registered Offering
Shares issued (in shares)	2,500,000
Offering shares (Per share)	$ 4.00
Gross proceeds	$ 10.0
Warrants to purchase shares of common stock	2,500,000
Warrants exercise price	$ 6.03
Fair market value of warrant	$ 7.5
Risk free interest rate	0.50%
Expected stock price volatility	76.00%
Expected life of options (years)	5 years 6 months
Expected dividend yield	0.00%
Private placement
Issuance costs	$ 0.9
Cash commissions	0.7
Legal and other fees	$ 0.2
Common Stock
Shares issued (in shares)		2,500,000

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 13,035	$ 10,089
Prepaid expenses	831	546
Other assets	28	48
Total current assets	13,894	10,683
Right-of-use assets and other	123	130
Property and equipment, net	143	155
Other assets	143	155
Total assets	14,160	10,968
Current liabilities:
Accounts payable	468	2,575
Accrued liabilities	452	1,096
Lease liability, short-term	24	24
Total current liabilities	944	3,695
Lease liability, long-term	65	70
Lease liability, long-term	65
Total liabilities	1,009	3,765
Commitments and contingencies (Notes 4, 5, 6 and 11)
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of March 31, 2021 and December 31, 2020; no shares issued or outstanding as of March 31, 2021 and December 31, 2020.
Common stock, $0.001 par value per share, 100,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 22,171,182 and 19,671,182 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively.	22	20
Additional paid–in capital	82,990	73,713
Accumulated other comprehensive income	7	14
Accumulated deficit	(69,868)	(66,544)
Total stockholders’ equity	13,151	7,203
Total liabilities and stockholders’ equity	$ 14,160	$ 10,968

Stockholders’ Equity (Deficit) - Warrants (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Warrants
Exercise price	$ 312,020.00	$ 312,021.00
Number Outstanding	78,055	2,578,055
Number Exercisable	78,055	78,055
$186.75
Warrants
Exercise price	$ 186.75
Number Outstanding	1,440
Number Exercisable	1,440
$260.00
Warrants
Exercise price	$ 260.00
Number Outstanding	39,115
Number Exercisable	39,115
$12.50
Warrants
Exercise price	$ 12.50
Number Outstanding	37,500
Number Exercisable	37,500
$6.03
Warrants
Exercise price		$ 6.03
Number Outstanding		2,500,000

Commitments and Contingencies - Operating Leases - (Details) - USD ($) $ in Thousands			1 Months Ended		3 Months Ended
	May 14, 2021	Feb. 01, 2021	Sep. 30, 2019	May 31, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Commitments and Contingencies
Right-of-use assets and other					$ 123		$ 130
Lease asset liability					89
Operating lease, liability current					24		24
Operating lease, liability noncurrent					$ 65
Korea
Commitments and Contingencies
Term of contract				5 years
Option to renew				true
Renewal term				5 years
Operating lease discount rate					10.00%
Weighted average remaining lease term					3 years 3 months
Non-cash expense related to Korea lease						$ 5
Operating lease cash payments					$ 8
Head Quarters in Boston Lease
Commitments and Contingencies
Term of contract	6 months	6 months	1 year
Monthly rental cost	$ 3	$ 3	$ 21
Rent concessions granted by the landlord	$ 2	$ 1	$ 32
Lease expense					115	35
Termination fee						$ 83
Right-of-use assets and other					0		0
Lease asset liability					$ 0		$ 0

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2021
Summary of Significant Accounting Policies
Use of Estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company's consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrant issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is principally held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of March 31, 2021, the Company had deposits in excess of federally insured amounts by $12.4 million.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments include principally cash, prepaid, other current assets, right of use assets, accounts payable, accrued liabilities and warrants. The carrying amounts of prepaid expenses, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items.
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses consist primarily of personnel‑related costs, including salaries and stock-based compensation costs, for personnel in functions not directly associated with research and development activities. Other significant costs include legal fees related to intellectual property and corporate matters and professional fees for accounting and other services.
Research and Development Costs	Research and Development Costs Research and development costs are charged to expense as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development.
Income Taxes	Income Taxes The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Currently, there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred tax assets.
Stock-Based Compensation	Stock‑Based Compensation The Company accounts for stock‑based compensation in accordance with the provisions of ASC 718, Compensation — Stock Compensation (“ASC 718”). Accordingly, compensation costs related to equity instruments granted are recognized at the grant‑date fair value. The Company records forfeitures when they occur. Stock-based compensation arrangements to non‑employees are accounted for in accordance with the applicable provisions of ASC 718 using a fair value approach.
Leases	Leases On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful life for property and equipment ranges from three to five years. Tangible assets acquired for research and development activities and that have an alternative use are capitalized over the useful life of the acquired asset. Estimated useful lives are periodically reviewed, and when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly to expense as incurred.
Foreign Currency Translation	Foreign Currency Translation The foreign subsidiary uses the local currency as the functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the balance sheet date. Expenses are translated into U.S. dollars using average exchange rates for each period. The resulting adjustments from the translation process are included in accumulated other comprehensive (loss) income in the accompanying condensed consolidated balance sheets. Certain transactions of the Company are settled in foreign currency and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains and losses resulting from the translation are included in other income or expense in the accompanying condensed consolidated statements of operations and comprehensive loss.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income or loss. Comprehensive loss includes net loss as well as other changes in stockholders' equity (deficit) that result from transactions and economic events other than those with stockholders. Comprehensive loss currently consists of net loss and changes in foreign currency translation adjustments.
Segment Information	Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of therapeutics.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic 740) which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The amendments in this ASU are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive (loss) Income	Accumulated Deficit	Total
Balance at beginning of period at Dec. 31, 2019	$ 16	$ 49,130	$ 12	$ (36,866)	$ 12,292
Balance at beginning of period (shares) at Dec. 31, 2019	15,592,718
Increase (Decrease) in Stockholders' Equity
Exercise of stock options		53			$ 53
Exercise of stock options (in shares)	84,589				84,589
Stock–based compensation		159			$ 159
Foreign currency translation adjustment			(34)		(34)
Net loss				(4,730)	(4,730)
Balance at end of period at Mar. 31, 2020	$ 16	49,342	(22)	(41,596)	7,740
Balance at end of period (shares) at Mar. 31, 2020	15,677,307
Balance at beginning of period at Dec. 31, 2020	$ 20	73,713	14	(66,544)	7,203
Balance at beginning of period (shares) at Dec. 31, 2020	19,671,182
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with equity financing	$ 2	9,998			10,000
Issuance of common stock in connection with equity financing (in shares)	2,500,000
Transaction costs in connection with equity financing		(908)			(908)
Stock–based compensation		187			187
Foreign currency translation adjustment			(7)		(7)
Net loss				(3,324)	(3,324)
Balance at end of period at Mar. 31, 2021	$ 22	$ 82,990	$ 7	$ (69,868)	$ 13,151
Balance at end of period (shares) at Mar. 31, 2021	22,171,182

Stock-Based Compensation - Assumptions (Details)	3 Months Ended
Stock-Based Compensation - Assumptions (Details)	Mar. 31, 2020
Stock-Based Compensation
Expected stock price volatility	77.50%
Expected dividend yield	0.00%
Risk free interest rate	1.71%

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Condensed Consolidated Balance Sheets
Preferred stock, par value (in dollar per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	312,021	312,021
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollar per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	22,171,182	19,671,182
Common stock, shares outstanding	22,171,182	19,671,182

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 12, 2021
Cover [Abstract]
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	NeuroBo Pharmaceuticals, Inc.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		22,171,182
Entity Central Index Key	0001638287
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

License and Collaboration Agreement	3 Months Ended
License and Collaboration Agreement	Mar. 31, 2021
License and Collaboration Agreement
License and Collaboration Agreement	6. License and Collaboration Agreement Beijing SL License and Collaboration Agreement Upon the close of the 2019 Merger, the License and Collaboration Agreement (the “Beijing SL Agreement”) with Beijing SL Pharmaceutical Co., Ltd. (“Beijing SL”) was assumed by the Company, pursuant to which the Company granted Beijing SL an exclusive royalty-bearing license to research, develop, manufacture and commercialize pharmaceutical products comprising, as an active ingredient, Gemcabene in mainland China, Hong Kong, Macau and Taiwan. The terms of the Beijing SL Agreement include payments based upon achievement of milestones and royalties on net product sales. Under the Beijing SL Agreement, the Company has variable consideration in the form of milestone payments. As of March 31, 2021, no revenue under the Beijing SL Agreement has been recognized.

Balance Sheet Detail - Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Balance Sheet Detail
External research and development expenses	$ 71	$ 218
Payroll related	22	277
Professional services	291	561
Other	68	40
Total	$ 452	$ 1,096

Net Loss Per Common Share

3 Months Ended

Mar. 31, 2021

Net Loss Per Common Share

Net Loss Per Common Share

9. Net Loss Per Common Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock method. Dilutive common stock equivalents are comprised of options outstanding under the Company's stock option plans and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti‑dilutive:


	Three months ended
	2021	2020
Stock options	650,068	908,688
Warrants	2,578,055	40,555

Net Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2021

Net Loss Per Common Share

Schedule of potential common shares not considered in computation of diluted net loss per share


	Three months ended
	2021	2020
Stock options	650,068	908,688
Warrants	2,578,055	40,555

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2021
Subsequent Events
Subsequent Events	12. Subsequent Events (in thousands) On May 14, 2021, the Company entered into a non-cancelable operating lease for its corporate headquarters. The agreement, effective August 1, 2021, has a six month term, and rental costs of approximately $3 per month prior to the application of certain rent concessions granted by the landlord in the amount of approximately $2 over the term of the lease.

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Stock-Based Compensation

Schedule of share-based compensation expense

Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying statements of comprehensive loss (in thousands):


	Three Months Ended
	March 31,
		2021		2020
Research and development	$	—	$	14
General and administrative		187		145
Total stock-based compensation	$	187	$	159

Schedule of stock option plan activity


	Three Months Ended
	March 31,
	2021	2020
Outstanding on January 1	920,355	633,277
Granted	—	360,000
Exercised	—	(84,589)
Forfeited/Cancelled	(270,287)	—
Outstanding on March 31	650,068	908,688

Schedule of weighted-average assumptions, option-pricing model


	Three months ended
	March 31,
	2021			2020

Expected stock price volatility		—	%		77.5	%
Expected life of options (years)		—			5.8
Expected dividend yield		—	%		0	%
Risk free interest rate		—	%		1.71	%

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating expenses:
Research and development	$ 1,143	$ 2,152
General and administrative	2,187	2,597
Total operating expenses	3,330	4,749
Loss from operations	(3,330)	(4,749)
Interest income, net	6	20
Other income (expense), net		(1)
Loss before income taxes	(3,324)	(4,730)
Provision for income taxes	0	0
Net loss	(3,324)	(4,730)
Other comprehensive loss, net of tax	(7)	(34)
Comprehensive loss	$ (3,331)	$ (4,764)
Loss per share:
Net loss per share, basic and diluted	$ (0.15)	$ (0.30)
Weighted average common shares outstanding:
Basic and diluted	21,615,626	15,670,800

Consolidated Statements of Cash Flows - Reconciliation of Cash and Restricted Cash - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Reconciliation of cash and restricted cash:
Cash	$ 13,035	$ 9,799
Restricted cash		15
Total cash and restricted cash	$ 13,035	$ 9,814

Stock-Based Compensation - Stock Options (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stock Options, Additional Disclosures
Outstanding, Number, Beginning Balance (in shares)	920,355	633,277
Granted (in shares)		360,000
Exercised (in shares)		(84,589)
Outstanding, Number, Ending Balance (in shares)	650,068	908,688
Forfeited/Cancelled (in shares)	270,287
Maximum \| 2019 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)	6,680,000
Stock options
Stock Options, Additional Disclosures
Granted (in shares)		360,000
Weighted average fair value per share of options granted	$ 5.59
Stock options \| Maximum
Stock Options, Additional Disclosures
Expiration period	10 years

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

5. Commitments and Contingencies (in thousands)

Operating Leases

Boston Lease

On November 11, 2020, the Company entered a non-cancelable operating lease, for its corporate headquarters. The agreement, effective February 1, 2021, has a six month term, and rental costs of approximately $3 per month prior to the application of certain rent concessions granted by the landlord in the amount of approximately $1 over the term of the lease.

Previously, the Company entered a non-cancelable operating lease, as amended, for its new corporate headquarters located in Boston, Massachusetts. The agreement, was effective February 1, 2020, had a one-year term, and rental costs of $21 per month prior to the application of certain rent concessions granted by the landlord in the amount of $32.

No assets and liabilities were recognized for the corporate headquarter leases at March 31, 2021 and December 31, 2020. Due to the short-term nature of the leases, the Company recognized lease payments as an expense on a straight-line basis over the remaining lease term. For the three months ended March 31, 2021 and 2020, expense under the corporate headquarters leases in the aggregate was $35 and $115 (inclusive of a termination fee of $83), respectively.

Lease in Korea:

In May 2019, the Company entered a non-cancelable operating lease for its new facility in Korea (the “Korea Lease”). The initial lease term is five years with an option to renew for an additional five-year term. The lease commenced on July 2, 2019 and expires on July 1, 2024. The operating lease is subject to a deposit, base rent payments and additional charges for utilities and other common costs. The Company’s lease liability represents the net present value of future lease payments utilizing a discount rate of 10%, which corresponds to the Company’s incremental borrowing rate. As of March 31, 2021, the weighted average remaining lease term was 3.25 years. For the three month periods ended March 31, 2021 and 2020, the Company recorded non-cash expense of $5 related to the Korea Lease. During the three month periods ended March 31, 2021 and 2020, the Company made cash payments of $8 for amounts included in the measurement of lease liabilities.

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of March 31, 2021 (in thousands):


	As of
	March 31,
2021 (period April 1 to December 31)	$	24
2022		32
2023		32
2024		16
Total lease payments		104
Less effect of discounting		(15)
Total		89
Short-term portion		(24)
Long-term portion	$	65

Xiehecheng Cultivation Service Agreement

On September 1, 2018 and as amended on October 1, 2020, the Company entered into a cultivation service agreement with Xiehecheng Chinese Herm Limited Corporation for the cultivation of two plants used to manufacture the Company's clinical assets.

As of March 31, 2021, future minimum payments under the agreement, which is cancellable annually at the end of each research year, are as follows (in thousands):


	December 31,

2021 (April 1 to December 31)	$	132
2022		220
	$	352

YourChoice License Agreement

As described in Note 4, in connection with 2020 Merger, the Company assumed the YourChoice License Agreement. The fees due under the YourChoice Agreement include royalty payments of 0.5% of annual worldwide net sales of each Niclosamide Product (as defined in the 2020 Merger Agreement) and milestone payments in the aggregate of $19.5 million. The first milestone payment due is $5 million upon first receipt of Marketing Approval (as defined in the 2020 Merger Agreement) from the U.S. Food and Drug Administration (“FDA”) for any Niclosamide Product (as defined by the 2020 Merger Agreement), followed by sales milestones of $1 million, $1.5 million, $4 million, and $8 million if worldwide cumulative net sales of a Niclosamide Product are equal or greater than $500 million, $1, billion, $3, billion, and $5 billion, respectively. The term of the YourChoice Agreement will expire on the expiration or invalidation of the last of the licensed patents under the YourChoice Agreement.

As of March 31, 2021, there was sufficient uncertainty with regard to both the outcome of the clinical trials and the ability to obtain sufficient funding to support any of the cash milestone payments under the YourChoice Agreement, and as such, no liabilities were recorded related to the YourChoice Agreement.

Pfizer License Agreement

Upon the close of the 2019 Merger, the exclusive license agreement with Pfizer Inc. (“Pfizer”) for the clinical product candidate Gemcabene (the “Pfizer Agreement”) was assumed by the Company. Under the Pfizer Agreement, in exchange for this worldwide exclusive right and license to certain patent rights to make, use, sell, offer for sale and import the clinical product Gemcabene, the Company has agreed to certain milestone and royalty payments on future sales.

The Company agreed to make milestone payments totaling up to $37 million upon the achievement of certain milestones, including the first new drug application (or its foreign equivalent) in any country, regulatory approval in each of the United States, Europe and Japan, the first anniversary of the first regulatory approval in any country, and upon achieving certain aggregate sales levels of Gemcabene. Future milestone payments under the Pfizer Agreement, if any, are not expected to begin for at least several years and extend over a number of subsequent years.

The Company also agreed to pay Pfizer tiered royalties on a country‑by‑country basis based upon the annual amount of net sales, as specified in the Pfizer Agreement, until the later of: (a) five (5) years after the first commercial sale in such country; (b) the expiration of all regulatory or data exclusivity for Gemcabene in such country; and (c) the expiration or abandonment of the last valid claim of the licensed patents, including any patent term extensions or supplemental protection certificates in such country (collectively, the Royalty Term). Under the Pfizer Agreement, the Company is obligated to use commercially reasonable efforts to develop and commercialize Gemcabene.

As of March 31, 2021 and December 31, 2020, there was sufficient uncertainty with regard to both the outcome of the clinical trials and the ability to obtain sufficient funding to support any of the cash milestone payments, and as such, no liabilities were recorded related to the Pfizer Agreement.

Contingencies

From time to time, the Company may be subject to various claims and suits arising in the ordinary course of business. The Company does not expect that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

The Company and Basis of Presentation

3 Months Ended

Mar. 31, 2021

The Company and Basis of Presentation

The Company and Basis of Presentation

1. The Company and Basis of Presentation

NeuroBo Pharmaceuticals, Inc. (together with its subsidiaries, the “Company” or “NeuroBo”), is a clinical-stage biotechnology company with four therapeutics programs designed to impact a range of indications in neurodegenerative and cardiometabolic disease:

ANA001, which is focused on the development for coronavirus indications, currently in Phase 2/3 clinical trials as a treatment for COVID-19;

NB-01, which is primarily focused on the development of a treatment for painful diabetic neuropathy, but which the Company believes could also treat a range of neuropathic conditions, including chemotherapy-induced peripheral neuropathy and post-traumatic peripheral neuropathy;

NB-02, which has the potential to treat the symptoms of cognitive impairment and modify the progression of neurodegenerative diseases associated with the malfunction of a protein called tau, and with amyloid beta plaque deposition; and

Gemcabene, which is currently being assessed as an acute indication for COVID-19. Gemcabene was previously focused on developing and commercializing therapies for the treatment of dyslipidemia, a serious medical condition that increases the risk of life-threatening cardiovascular disease, focused on orphan indications such as homozygous familial hypercholesterolemia, as well as nonalcoholic fatty liver disease/nonalcoholic steatohepatitis.

The Company was originally incorporated as Gemphire Therapeutics Inc. (“Gemphire”). In connection with the closing of the 2019 Merger (as defined below), the Company changed its name to NeuroBo Pharmaceuticals, Inc. The Company’s operations have consisted principally of performing research and development activities, clinical development and raising capital. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding before sustainable revenues and profit from operations are achieved.

COVID-19

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a lasting national or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

Exclusive of the development of certain of the Company’s proposed therapies, the severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s service providers, suppliers, contract research organizations and the Company’s clinical trials, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain. To date, other than prioritizing development on COVID-19 therapeutics over non-COVID related therapeutics, the Company has not experienced any significant external changes in our business that has had a significant negative impact on its consolidated statements of operations or cash flows.

Mergers

2020 Merger with ANA

On December 31, 2020, the Company acquired 100% of ANA Therapeutics, Inc., a Delaware corporation (“ANA”), pursuant to an Agreement and Plan of Merger, dated December 31, 2020 (the “2020 Merger Agreement” or “2020 Merger”). Pursuant to the 2020 Merger Agreement, NeuroBo issued to the stockholders of ANA 3,243,875 shares of its common stock. The 2020 Merger, which closed on December 31, 2020, was accounted for as an asset acquisition pursuant to Topic 805, Business Combinations, as substantially all of the fair value of the assets acquired were concentrated in a group of similar non-financial assets.

2019 Merger with Gemphire

On July 24, 2019, Gemphire and NeuroBo Pharmaceuticals, Inc. (“Private NeuroBo”) entered into a definitive agreement, which was amended on October 29, 2019 (the “2019 Merger Agreement”). The merger closed on December 30, 2019, whereby Private NeuroBo merged with a wholly-owned subsidiary of the Company in an all-stock transaction (the “2019 Merger”).

Basis of presentation and consolidation principles

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements may not include all disclosures required by GAAP; however, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021. The condensed consolidated balance sheet at December 31, 2020 was derived from the audited financial statements.

In the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, have been made. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods.

The condensed consolidated financial statements of the Company include a South Korean subsidiary, NeuroBo Co., LTD., which is fully owned by the Company. All significant intercompany accounts and transactions have been eliminated in the preparation of the financial statements.

Reclassifications

Certain amounts presented in the prior year period have been reclassified to conform to current period financial statement presentation. The non-cash portion of the lease liability line item reported in the condensed consolidated statements of cash flows during the comparable prior year period was incorporated in the change in accrued and other liabilities line item.

Going Concern

From its inception through March 31, 2021, the Company has devoted substantially all of its efforts to drug discovery and development and conducting clinical trials. The Company has a limited operating history and the sales and income potential of the Company's business and market are unproven. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company's cost structure. As of March 31, 2021, the Company had $13.0 million in cash. The Company has experienced net losses and negative cash flows from operating activities since its inception and had an accumulated deficit of $69.9 million as of March 31, 2021.

To date, the Company has raised capital principally through the private placements of common stock, warrants and redeemable convertible preferred stock as well as via the issuance of convertible notes. In January 2021, the Company entered into a private placement and issued common stock and warrants that resulted in gross proceeds of $10 million. On April 13, 2020, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued and sold shares of the Company’s common stock in a registered offering which resulted in gross proceeds of $7.5 million. See Note 7 – Stockholders’ Equity. The Company will need to continue to raise a substantial amount of funds until it is able to generate revenues to fund its development activities.

The determination as to whether the Company can continue as a going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company expects to continue to incur net losses and negative cash flows from operations into the foreseeable future. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company's cost structure. The Company has incurred net losses since inception and has relied on its ability to fund its operations through debt and equity financings. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of liabilities in the normal course of business.

The Company believes that its existing cash will be sufficient to fund its operations into the fourth quarter of 2021. The Company plans to continue to fund its operations and capital funding needs through a combination of equity offerings, debt financings, or other sources, potentially including collaborations, licenses and other similar arrangements. There can be no assurance that the Company will be able to obtain any sources of financing on acceptable terms, or at all. To the extent that the Company can raise additional funds by issuing equity securities, the Company's stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company's ability to conduct its business.

Stock-Based Compensation

3 Months Ended

Mar. 31, 2021

Stock-Based Compensation

Stock-Based Compensation

8. Stock-based Compensation

Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying statements of comprehensive loss (in thousands):


	Three Months Ended
	March 31,
		2021		2020
Research and development	$	—	$	14
General and administrative		187		145
Total stock-based compensation	$	187	$	159

Stock Options

2019 and 2018 Stock Plans

In December 2018, Private NeuroBo adopted the NeuroBo Pharmaceuticals, Inc. 2018 Stock Plan (the "2018 Plan") and in December 2019 in connection with the 2019 Merger, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”). 2018 Plan options to purchase Private NeuroBo common stock outstanding as of immediately prior to the 2019 Merger were assumed by the Company upon the 2019 Merger and became options to purchase the Company’s common stock, as adjusted by the exchange ratio in effect for the 2019 Merger. The 2018 Plan and the 2019 Plan provide for the grant of stock options, restricted stock and other equity awards of the Company's common stock to employees, officers, consultants, and directors. Options expire within a period of not more than ten years from the date of grant.

The following table summarizes the Company’s activity related to its stock options for the three months ended March 31, 2021 and 2020:


	Three Months Ended
	March 31,
	2021	2020
Outstanding on January 1	920,355	633,277
Granted	—	360,000
Exercised	—	(84,589)
Forfeited/Cancelled	(270,287)	—
Outstanding on March 31	650,068	908,688

During the three month period ended March 31, 2020, 360,000 stock options were granted to non-employee directors. The options granted during the first quarter of 2020 vest over a three year period. The weighted average fair value per share of options granted during the three month periods ended March 31, 2020 was $5.59. No options were granted during the three month period ended March 31, 2021.

The Company measures the fair value of stock options with service‑based and performance‑based vesting criteria to employees, consultants and directors on the date of grant using the Black‑Scholes option pricing model. The Company does not have history to support a calculation of volatility and expected term. As such, the Company has used a weighted‑average volatility considering the volatilities of several guideline companies.

For purposes of identifying similar entities, the Company considered characteristics such as industry, length of trading history, and stage of life cycle. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The average expected life of the options was determined based on the mid‑point between the vesting date and the end of the contractual term according to the “simplified method” as described in Staff Accounting Bulletin 110. The risk‑free interest rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant. The Company records forfeitures when they occur.

The weighted‑average assumptions used in the Black‑Scholes option‑pricing model are as follows:


	Three months ended
	March 31,
	2021			2020

Expected stock price volatility		—	%		77.5	%
Expected life of options (years)		—			5.8
Expected dividend yield		—	%		0	%
Risk free interest rate		—	%		1.71	%

Evergreen provision

Under the 2019 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than ten years commencing on January 1, 2020 and ending on (and including) January 1, 2029, to an amount equal to the lesser of 4% of the common shares outstanding as of January 1st, or a lesser amount as determined by the board of directors. The aggregate maximum number of shares of common stock that may be issued pursuant to the 2019 Plan under the evergreen provision is 6,680,000 shares of common stock. On January 1, 2021, 786,847 shares were added to the 2019 Plan as a result of the evergreen provision.

During the three month periods ended March 31, 2021 and 2020, 25,000 and 42,862 stock options vested, respectively. During the three month periods ended March 31, 2021 and 2020, 270,287 and zero stock options were forfeited, respectively.

As of March 31, 2021, 5,172,646 shares in the aggregate were available for future issuance under the 2019 Plan and 2018 Plan. Unrecognized stock‑based compensation cost for the stock options issued under the both the Company’s 2019 Plan and 2018 Plan was $1.0 million as of March 31, 2021. The unrecognized stock‑based expense is expected to be recognized over a weighted average period of 1.8 years.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company's consolidated financial statements relate to accrued expenses and the fair value of stock-based compensation and warrant issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is principally held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of March 31, 2021, the Company had deposits in excess of federally insured amounts by $12.4 million. Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of therapeutics. Fair Value of Financial Instruments The Company’s financial instruments include principally cash, prepaid, other current assets, right of use assets, accounts payable, accrued liabilities and warrants. The carrying amounts of prepaid expenses, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. General and Administrative Expenses General and administrative expenses consist primarily of personnel‑related costs, including salaries and stock-based compensation costs, for personnel in functions not directly associated with research and development activities. Other significant costs include legal fees related to intellectual property and corporate matters and professional fees for accounting and other services. Research and Development Costs Research and development costs are charged to expense as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development. Income Taxes The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Currently, there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred tax assets. Stock‑Based Compensation The Company accounts for stock‑based compensation in accordance with the provisions of ASC 718, Compensation — Stock Compensation (“ASC 718”). Accordingly, compensation costs related to equity instruments granted are recognized at the grant‑date fair value. The Company records forfeitures when they occur. Stock-based compensation arrangements to non‑employees are accounted for in accordance with the applicable provisions of ASC 718 using a fair value approach. Leases On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term. Property and Equipment Property and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful life for property and equipment ranges from three to five years. Tangible assets acquired for research and development activities and that have an alternative use are capitalized over the useful life of the acquired asset. Estimated useful lives are periodically reviewed, and when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly to expense as incurred. Foreign Currency Translation The foreign subsidiary uses the local currency as the functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the balance sheet date. Expenses are translated into U.S. dollars using average exchange rates for each period. The resulting adjustments from the translation process are included in accumulated other comprehensive (loss) income in the accompanying condensed consolidated balance sheets. Certain transactions of the Company are settled in foreign currency and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains and losses resulting from the translation are included in other income or expense in the accompanying condensed consolidated statements of operations and comprehensive loss. Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income or loss. Comprehensive loss includes net loss as well as other changes in stockholders' equity (deficit) that result from transactions and economic events other than those with stockholders. Comprehensive loss currently consists of net loss and changes in foreign currency translation adjustments. Recent Accounting Pronouncements Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic 740) which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The amendments in this ASU are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
Stock-Based Compensation (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Stock-Based Compensation
Share-based compensation	$ 187	$ 159
Research and development
Stock-Based Compensation
Share-based compensation		14
General and administrative
Stock-Based Compensation
Share-based compensation	$ 187	$ 145

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities
Net loss	$ (3,324)	$ (4,730)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	187	159
Non-cash lease expense	5	5
Depreciation	12	11
Change in assets and liabilities, net of the effects of the asset acquisitions:
Prepaid expenses and other assets	(265)	(1,202)
Accounts payable	(2,106)	637
Accrued and other liabilities	(650)	982
Net cash used in operating activities	(6,141)	(4,138)
Investing activities
Purchases of property and equipment		(2)
Net cash provided by (used in) investing activities		(2)
Financing activities
Proceeds from equity offering	10,000
Issuance costs	(908)
Exercise of stock options		53
Net cash provided by financing activities	9,092	53
Net (decrease) increase in cash and restricted cash	2,951	(4,087)
Net foreign exchange difference	(5)	(22)
Cash and restricted cash at beginning of period	10,089	13,923
Cash and restricted cash at end of period	$ 13,035	$ 9,814

Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($) segment	Mar. 31, 2020 USD ($)
Concentration of Credit Risk
Deposits in excess of federally insured amounts	$ 12,400
Income Taxes
Provision (benefit) for income taxes	$ 0	$ 0
Segment Information
Number of operating segment \| segment	1
Minimum
Estimated useful life	3 years
Maximum
Estimated useful life	5 years

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stockholders’ Equity (Deficit) (Tables)

3 Months Ended

Mar. 31, 2021

Stockholders’ Equity

Schedule of Gemphire warrants assumed in the Merger



	Exercise Price		Number Outstanding		Expiration Date	Number Exercisable
	$	186.75		1,440	July 2028		1,440
	$	260.00		39,115	March 2022		39,115
	$	12.50		37,500	April 2025		37,500
Total outstanding December 31, 2020				78,055			78,055

	$	$6.03		2,500,000	July 2026		—
Total outstanding March 31, 2021				2,578,055			78,055

Net Loss Per Common Share - Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stock options
Potential common shares
Potential common shares	650,068	908,688
Warrants
Potential common shares
Potential common shares	2,578,055	40,555

Income Taxes - Reconciliation of income tax (Details)	3 Months Ended
Income Taxes - Reconciliation of income tax (Details)	Mar. 31, 2021	Mar. 31, 2020
Reconciliation of income tax:
Effective tax rate (as a percent)	0.00%	0.00%

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2021
Related Party Transactions
Related Party Transactions	11. Related Party Transactions (in thousands) Agreements with Dong-A ST On September 28, 2018, Private NeuroBo entered into a five year manufacturing and supply agreement with Dong-A ST Co., Ltd. (“Dong-A ST”) for manufacturing and supply of NB-01 drug substance and placebos for the purpose of research and development to be used in Phase 3 clinical trials (the “Manufacturing Agreement”). There were no manufacturing related costs under the Manufacturing Agreement for the three months ended March 31, 2021 and 2020. The product manufacturing related costs, when incurred, are reflected as research and development expenses. On June 7, 2020, the Company entered into a manufacturing and supply agreement (the “Manufacturing and Supply Agreement”) with Dong-A ST for the manufacturing and supply of NB-02 drug product and placebo for the purpose of research and development of NB-02, including but not limited to, the use in the first NB-02 human clinical trial to be conducted by the Company. Under the terms of the Manufacturing and Supply Agreement, upon receipt of a purchase order from the Company no later than 270 days prior to the requested delivery date, Dong-A ST has agreed to produce for the Company tablets of the NB-02 drug substance and placebos at a specified supply price. The Company is obligated to manufacture, or have manufactured, and supply to Dong-A ST the active pharmaceutical ingredients which are necessary to manufacture the NB-02 drug product. The Manufacturing and Supply Agreement has a five year term, subject to earlier termination under certain circumstances. The Company recognized no product manufacturing related costs under the Manufacturing and Supply Agreement for during the three months ended March 31, 2021 and 2020. None of the costs incurred under the Manufacturing Agreement remained unpaid as of March 31, 2021 or December 31, 2020.

Mergers - Contingent Value Rights Agreement (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 23, 2021	Dec. 31, 2019
Merger Related Agreements
Percentage of proceeds from the grant, sale, or transfer of rights		10.00%	80.00%
Amount of milestones accrued	$ 0

Commitments and Contingencies - Pfizer License Agreement (Details) $ in Millions	1 Months Ended
	Mar. 31, 2015 USD ($)	Mar. 31, 2021 USD ($)
Commitments and Contingencies
Percentage of royalty payments		2.50%
Tier One Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		$ 1.0
Payments for specified global net sales milestones		500.0
Tier Two Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		1.5
Payments for specified global net sales milestones		1,000.0
Tier Three Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		4.0
Payments for specified global net sales milestones		3,000.0
Tier Four Net Sales Milestone [Member]
Commitments and Contingencies
Sales based milestone payment		8.0
Payments for specified global net sales milestones		5,000.0
Pfizer, Inc. \| License Agreement
Commitments and Contingencies
Number of years after the first commercial sale	P5Y
Pfizer, Inc. \| License Agreement \| Milestone Payments \| Maximum
Commitments and Contingencies
Potential payments upon achievement of certain milestones	37.0
YourChoice \| License Agreement
Commitments and Contingencies
Royalty and milestone payment due		$ 19.5
Percentage of royalty payments		0.50%
YourChoice \| License Agreement \| Milestone Payments
Commitments and Contingencies
Royalty and milestone payment due		$ 5.0