Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252412
EXPLANATORY NOTE: The purpose of this
filing is to correct a typographical error in the Rule 424(b)(3) filing of NeuroBo Pharmaceuticals, Inc. filed with the Securities
and Exchange commission on January 29, 2021. The number of shares of Common Stock owned and maximum number of shares of
Common Stock to be sold for one of the Selling Stockholders contained a typographical error in the original prospectus.
This filing corrects such typographical error.
PROSPECTUS
5,000,000 Shares of Common Stock
Offered by the Selling Stockholders
This prospectus
relates to the resale from time to time of up to 5,000,000 shares of common stock of NeuroBo Pharmaceuticals, Inc. by the
Selling Stockholders listed on page 10 (the “Selling Stockholders”), including their pledgees, assignees, donees,
transferees or their respective successors-in-interest, which consist of 2,500,000 outstanding shares of our common stock
held by the Selling Stockholders and 2,500,000 shares of our common stock issuable upon the exercise of outstanding warrants
held by the Selling Stockholders to purchase shares of our common stock (the “Warrants”). We will not receive any
proceeds from the sale of the shares offered by this prospectus.
We have agreed, pursuant
to a registration rights agreement that we have entered into with the Selling Stockholders, to bear all of the expenses incurred
in connection with the registration of these shares. The Selling Stockholders will pay or assume discounts, commissions, fees
of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of our
common stock.
The Selling Stockholders
identified in this prospectus, or their pledgees, assignees, donees, transferees or their respective successors-in-interest, may
offer the shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through
any other means described in this prospectus under the caption “Plan of Distribution.” The shares may be sold at fixed
prices, at prevailing market prices, at prices related to prevailing market prices or at negotiated prices. For a list of the
Selling Stockholders, see the section entitled “Selling Stockholders” on page 10.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any
amendments or supplements carefully before you make your investment decision.
Our common stock is
traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NRBO.” On January 22, 2021, the last
reported closing sale price of our common stock on Nasdaq was $5.13 per share. You are urged to obtain current market quotations
for our common stock.
We are an “emerging
growth company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain
reduced public company disclosure requirements for this prospectus and future filings. See “Prospectus Summary—Implications
of Being an Emerging Growth Company.”
Investing in our common stock
involves a high degree of risk. See “Risk Factors”
beginning on page 4 of this prospectus and in the documents incorporated by reference into this prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is
January 29, 2021.
TABLE OF CONTENTS
This prospectus is
part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, utilizing a “shelf”
registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the shares
of common stock described in this prospectus in one or more offerings.
Neither we, nor the
Selling Stockholders, have authorized anyone to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated
by reference in this prospectus. The Selling Stockholders are offering to sell, and seeking offers to buy, shares of our common
stock only in jurisdictions where it is lawful to do so. This prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any shares other than the registered shares to which they relate, nor does this prospectus constitute an offer
to sell or the solicitation of an offer to buy shares in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate on any
date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is
correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered
or shares are sold on a later date. Our business, financial condition, results of operations and prospects may have changed since
those dates. This prospectus incorporates by reference market data and industry statistics and forecasts that are based on independent
industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee
the accuracy or completeness of this information and we have not independently verified this information. In addition, the market
and industry data and forecasts that may be included or incorporated by reference in this prospectus may involve estimates, assumptions
and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading
“Risk Factors” contained in this prospectus, and under similar headings in other documents that are incorporated by
reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
PROSPECTUS
SUMMARY
This summary highlights certain information
appearing elsewhere in this prospectus and the documents incorporated by reference. This summary does not contain all of the information
you should consider before investing in our common shares. You should read this entire prospectus and the documents incorporated
by reference into this prospectus carefully before making an investment decision. References in this prospectus to “we,”
“us,” “our” and “Company” refer to NeuroBo Pharmaceuticals, Inc. and its consolidated
subsidiaries.
Business Overview
NeuroBo Pharmaceuticals, Inc.
(together with its subsidiaries, the “Company” or “NeuroBo”), formerly known as Gemphire Therapeutics
Inc., is a clinical-stage biotechnology company.
NeuroBo has a number
of therapeutics programs and product candidates designed to impact a range of indications including:
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ANA-001,
our lead drug candidate,
is a proprietary oral niclosamide formulation and was developed as a treatment for patients
with moderate COVID-19. Niclosamide is a potential oral antiviral and anti-inflammatory
agent with a long history of use and well-understood safety in humans. ANA-001 is currently
being studied in a 60-subject Phase 2 clinical trial conducted in the United States.
We plan to conduct the Phase 2 trial and to initiate its Phase 3 development program
for ANA-001 in the third quarter of 2021;
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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;
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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
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Gemcabene,
which is 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.
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Current Scientific Activity
In light of the present
business environment, including the impact of the COVID-19 pandemic, the Company is currently conducting the scientific activities
described below.
ANA-001. ANA-001
is currently being tested in a Phase 2/3 clinical trial. We believe that expanding our product pipeline into the infectious disease
space will further the development of COVID-19 related treatments that are desperately needed. ANA-001 is a proprietary oral niclosamide
formulation and was developed as a treatment for patients with moderate COVID-19. Niclosamide is a potential oral antiviral and
anti-inflammatory agent with a long history of use and well-understood safety in humans. ANA-001 is currently being studied in
a 60-subject Phase 2 clinical trial conducted in the United States. We plan to finalize the Phase 2 trial and to initiate
the Phase 3 development program for ANA-001 in the third quarter of 2021.
NB-01. For
NB-01, the Company has determined that any attempt to conduct Phase 3 clinical trials, as previously announced, would be difficult
if not impossible in the short or medium term. Accordingly, in the first quarter of 2020, the Company directed its contract research
organization partners and other vendors working on the Phase 3 clinical trials of NB-01 to cease all work and the Company terminated
its existing contract arrangements with each of them.
The Company is currently evaluating its
options regarding the NB-01 asset:
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Orphan drug.
Development of NB-01 as an orphan drug is among the alternatives the Company is considering.
The Company has identified one potential rare disease indication for NB-01, but the Company
has not yet conducted feasibility studies for it. The Company believes that development
for such indication would depend on its ability to renegotiate milestone payments under
its exclusive license agreement with Dong-A ST to reflect the potential revenue from
such indication.
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Nutraceutical.
The Company has considered marketing NB-01 as a nutraceutical (non-pharmaceutical) product,
and the Company may re-explore this pathway if the identified rare disease indication
for NB-01 does not proceed.
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NB-02. During
the third quarter of 2020, the Company continued work on preparing an Investigational New Drug (“IND”) application
to the U.S. Food and Drug Administration (“FDA”) for NB-02. In order to preserve operating capital, the Company has
postponed continued work on the IND and the first human clinical trials for NB-02 until global health and macroeconomic conditions
improve, with a view toward commencing clinical trial activity in the second half of 2021, subject to improvement of the constraints
imposed by the COVID-19 pandemic. The Company is also considering engaging with a strategic partner to assist with clinical trials
for NB-02.
Gemcabene.
In May 2020, the Company received written communication from the FDA that the clinical development program for Gemcabene remains
on a partial clinical hold. The Company continues to review its options regarding Gemcabene.
Recent Developments
On December 31, 2020,
NeuroBo acquired ANA Therapeutics, Inc. (“ANA”), a privately held biotechnology company developing ANA-001, a proprietary
capsule formulation of niclosamide for coronavirus indications, currently in Phase 2/3 clinical trials as a treatment for COVID-19.
The transaction was unanimously approved by each of the board of directors of the Company and ANA.
ANA-001 is a proprietary
oral niclosamide formulation in development as a treatment for patients with moderate to severe COVID-19 (patients not requiring
ventilators). Niclosamide is a potential oral antiviral and anti-inflammatory agent with a long history of use and a well-understood
safety profile in humans.
ANA-001 is currently
being studied in a 60-subject Phase 2/3 clinical trial conducted at up to 20 clinical sites in the U.S. Niclosamide has demonstrated
both antiviral and immunomodulatory activity with possible downstream effects on coagulation abnormalities observed in COVID-19.
In preclinical research by an independent academic group published in Antimicrobial Agents and Chemotherapy, niclosamide inhibited
viral replication in vitro and was more potent than remdesivir in the same assay.
Specifically, studies
have shown that niclosamide prevents replication of SARS-CoV-2 at very low concentrations and that the compound appears to exhibit
three distinct mechanisms of action:
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acting
as a potent antiviral to a broad homology of other viruses including influenza;
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reducing
inflammation without suppressing the immune system; and
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providing
bronchodilation, which is a useful pulmonary mechanism for at-risk patients with underlying
cardiovascular and/or pulmonary conditions.
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As a result, we believe
ANA-001 has the potential to reduce the viral load and inflammation associated with cytokine dysregulation, acute respiratory
distress syndrome (ARDS), and coagulation abnormalities and thus improve time to clinical improvement as defined as hospital discharge
recorded using the WHO Ordinal Scale for Clinical Improvement.
We believe ANA-001 has distinct competitive
advantages in this market, including:
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offering an
effective treatment for moderate to severe COVID-19 (patients not requiring ventilators);
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having 3+ year marketing exclusivity in the U.S. upon FDA
approval;
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providing ease
of administration via a capsule formulation and potential to dramatically lower overall
treatment cost; and
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possessing a proven safety profile (generic niclosamide
has been used safely for 50 years as a treatment for tapeworm infections).
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In October 2020, a Phase 2/3
clinical trial evaluating ANA-001 as a treatment for COVID-19 was initiated.
The two-part Phase
2/3 multi-center, double blind, placebo-controlled study to assess the safety, tolerability, and efficacy of ANA-001 is being
conducted at up to 20 clinical sites in the U.S. In both phases of the study, hospitalized patients with moderate to severe COVID-19
(patients not requiring ventilators) will be administered a seven-day course of ANA-001 (niclosamide capsules) in addition to
standard-of-care treatment. The first phase of the trial will enroll 60 patients. The primary objective of the first phase of
the trial is to assess safety and tolerability; secondary objectives include measurements of efficacy (median time to hospital
discharge) and pharmacokinetics. The Company expects to complete enrollment of the first phase of the study and to have topline
data from this segment of the trial in the third quarter of 2021.
The second phase of
the trial is expected to enroll several hundred patients, with the primary endpoints of the study being median time to hospital
discharge, safety and tolerability. Secondary objectives will evaluate clinical improvement and the need and duration for rescue
therapy.
Corporate Information
Our principal
executive offices are located at 200 Berkeley Street, 19th Floor, Boston, Massachusetts, 02116, and our telephone number is (857) 702-9600. Our website address
is www.neurobopharma.com. The information contained on, or that can be accessed through, our website is not a part of this
prospectus. We make available free of charge on www.neurobopharma.com our annual, quarterly and current reports, and amendments
to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC at http://www.sec.gov.
Our common
stock trades on the Nasdaq Capital Market under the symbol “NRBO”.
Implications of Being an Emerging Growth Company
We are an “emerging
growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result,
we may take advantage of reduced reporting requirements that are otherwise applicable to public companies, including delaying
auditor attestation of internal control over financial reporting and reducing executive compensation disclosures. The JOBS Act
also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised
accounting standards. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject
to the same new or revised accounting standards as other public companies that are not emerging growth companies. Because we intend
to rely on certain disclosure and other requirements of the JOBS Act, the information contained herein may be different than the
information you receive from other public companies in which you hold stock. In addition, it is possible that some investors will
find our common stock less attractive as a result of our determination to avail ourselves of exemptions under the JOBS Act, which
may result in a less active trading market for our common stock and higher volatility in our stock price. We will remain an emerging
growth company until the earlier to occur of: (1) the last day of the fiscal year in which we have total annual gross revenues
of $1.07 billion or more; (2) the last day of the fiscal year following the fifth anniversary of the date of the closing
of our initial public offering; (3) the date on which we have issued more than $1.0 billion in nonconvertible debt during
the previous three years; or (4) the date on which we are deemed to be a large accelerated filer under the rules of the Securities
and Exchange Commission.
THE OFFERING
Common
stock offered by Selling Stockholders:
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5,000,000 shares, consisting of 2,500,000 outstanding shares of our common stock,
2,500,000 shares of our common stock issuable upon the exercise of Warrants.
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Use of proceeds:
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We will not receive any proceeds
from the sale of shares in this offering.
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Risk factors:
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You should read the “Risk
Factors” section on page 4 of this prospectus for a discussion of factors to consider carefully before deciding to invest
in shares of our common stock.
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Nasdaq
Capital Market symbol:
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“NRBO”
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RISK
FACTORS
Investing in our common
stock involves a high degree of risk. Before you decide to invest in our common stock, you should carefully consider the risks
described in the section captioned “Risk Factors” in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and other filings we make with the Securities and Exchange Commission (“SEC”), from time to
time, which are incorporated by reference herein in their entirety, together with the other information in this prospectus and
documents incorporated by reference in this prospectus. The risks described in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and the other filings incorporated by reference herein are not the only ones facing our company. Additional
risks and uncertainties may also impair our business operations. If any of the risks described in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and the other filings incorporated by reference herein occurs, our business, financial condition, results
of operations and future growth prospects could be harmed. In these circumstances, the market price of our common stock could
decline, and you may lose all or part of your investment.
Risks Related to the Acquisition
of ANA
We may not obtain all of the benefits
or recognize all of the synergies we anticipate from the ANA acquisition.
We acquired ANA because
we believe that the combination of our companies will result in a stronger competitive company. However, we may encounter unanticipated
events which could keep us from recognizing the benefits we anticipate from the acquisition.
The results of the
combined company following the acquisition will depend in part upon the Company’s ability to integrate ANA’s business
with the Company’s business in an efficient and effective manner. The Company’s attempt to integrate two companies
that have previously operated independently may result in significant challenges, and the Company may be unable to accomplish
the integration smoothly or successfully. The integration may require the dedication of significant management resources, which
may temporarily distract management’s attention from the day-to-day operations of the businesses of the combined company.
In addition, the combined company may adjust the way in which ANA or the Company has conducted its operations and utilized its
assets, which may require retraining and development of new procedures and methodologies. The process of integrating operations
and making such adjustments after the acquisition could cause an interruption of, or loss of momentum in, the activities of one
or more of the combined company’s businesses and the loss of key personnel. Employee uncertainty, lack of focus, or turnover
during the integration process may also disrupt the businesses of the combined company. Any inability of management to integrate
the operations of the Company and ANA successfully could have a material adverse effect on the business and financial condition
of the combined company.
In addition, the acquisition
subjects the Company to contractual and other obligations and liabilities of ANA, some of which may be unknown. Although the Company
and its legal and financial advisors have conducted due diligence on ANA and its business, there can be no assurance that the
Company is aware of all obligations and liabilities of ANA. These liabilities, and any additional risks and uncertainties related
to ANA’s business and to the acquisition not currently known to the Company or that the Company may currently be aware of,
but that prove to be more significant than assessed or estimated by the Company, could negatively impact the business, financial
condition, and results of operations of the combined company.
The work required to integrate ANA
and the Company may divert management resources from operational matters and other strategic opportunities.
We expect that the
successful integration of ANA’s operations and their personnel will require substantial management time and attention. The
amount of time that our management will be required to devote to the integration may divert their attention from the day-to-day
operation of the business or other strategic opportunities. In addition, uncertainty regarding the acquisition, the integration
process, and its impact on our customers, partners, employees and regulatory compliance may create additional demands on management’s
time and resources. If diversion of our management’s attention impairs our results of operations or our ability to identify
and pursue strategic opportunities, our share price could be negatively impacted.
Risks Related to ANA-001
Our pursuit
of potential therapeutic and prophylactic treatments for COVID-19 is at an early stage and subject to many risks. We
may be unable to receive approval for any of our COVID-19 product candidates a timely manner, if at all, and our COVID-19 product
candidate may never be approved.
We may experience
difficulties or delays in enrolling patients in clinical trials due to the impact of the global COVID-19 pandemic or
other reasons. Many of the risks related to the development of these product candidates are beyond our control, including risks
related to clinical development, the regulatory submission process, potential threats to our intellectual property rights and
manufacturing delays or difficulties. We may be unable to produce an efficacious and/or approved product for the treatment of
patients with early COVID-19 in a timely manner, if at all.
The results of preclinical
studies from our COVID-19 product candidates may not be predictive of the results of clinical trials, and the results
of any early-stage clinical trials we commence may not be predictive of the results of the later-stage clinical trials. There
can be no assurance that any of our clinical trials for our COVID-19 product candidates, or any other of our product
candidates, will ultimately be successful or support further clinical development. In addition, the interpretation of the data
from our clinical trials of ANA-001 by FDA and other regulatory agencies may differ from our interpretation of such data
and the FDA or other regulatory agencies may require that we conduct additional studies or analyses. Any of these factors could
delay or prevent us from receiving regulatory approval of ANA-001 and there can be no assurance that our product candidate
will be approved in a timely manner, if at all.
If the COVID-19 outbreak
is effectively contained or the risk of coronavirus infection is diminished or eliminated before we can successfully develop and
manufacture our product candidate, the commercial viability of such product candidate may be diminished or eliminated. We are
also committing financial resources and personnel to the development of this product candidate which may cause delays in or otherwise
negatively impact our other development programs, despite uncertainties surrounding the longevity and extent of coronavirus as
a global health concern. Our business could be negatively impacted by our allocation of significant resources to a global health
threat that is unpredictable and could rapidly dissipate or against which our treatment, if successfully developed, may not be
effective. In addition, other parties are currently producing therapeutic and vaccine candidates for COVID-19, which
may be more efficacious or may be approved prior to our product.
The regulatory pathway for ANA-001
is continually evolving, and may result in unexpected or unforeseen challenges.
The speed at which
parties are acting to create and test many therapeutics and vaccines for COVID-19 is unusual, and evolving or changing
plans or priorities within the FDA, including those based on new knowledge of COVID-19 and how the disease affects the
human body, may significantly affect the regulatory timeline for our product candidates. Results from ongoing clinical trials
and discussions with regulatory authorities may raise new questions and require us to redesign proposed clinical trials, including
revising proposed endpoints or adding new clinical trial sites or cohorts of subjects. Any such developments could delay the development
timeline for our product candidates and materially increase the cost of the development for such candidates.
In light of the COVID-19 pandemic,
it is possible that one or more government entities may take actions that directly or indirectly have the effect of abrogating
some of our rights or opportunities. If we were to develop a treatment for COVID-19, the economic value of such a therapeutic
treatment to us could be limited.
Various government
entities, including the U.S. government, are offering incentives, grants and contracts to encourage additional investment by commercial
organizations into preventative and therapeutic agents against coronavirus, which may have the effect of increasing the number
of competitors and/or providing advantages to known competitors. Accordingly, there can be no assurance that we will be able to
successfully establish a competitive market share for our COVID-19 therapeutic treatment, if any.
Even if we obtain favorable clinical
results, we may not be able to obtain regulatory approval for, or successfully commercialize ANA-001.
We are not permitted
to market ANA-001 in the United States until we receive approval of an NDA from the FDA, or in any foreign countries until we
receive the requisite approval from such countries. As a condition to submitting an NDA to the FDA for ANA-001, we must complete
our ongoing Phase 2 clinical trial, conduct and complete further Phase 3 clinical trials, and any additional nonclinical studies
or clinical trials required by the FDA. To date, we have only completed the Phase 1 Single Ascending Dosing (SAD) study. ANA-001
may not be successful in clinical trials or receive regulatory approval. Further, ANA-001 may not receive regulatory approval
even if it is successful in clinical trials. Obtaining approval of an NDA is a complex, lengthy, expensive and uncertain process
that typically takes many years following the commencement of clinical trials and depends upon numerous factors, including the
substantial discretion of the regulatory authorities. In addition, the policies or regulations, or the type and amount of clinical
data necessary to gain approval, may change during the course of a product candidate’s clinical development and may vary
among jurisdictions. Our development activities could be harmed or delayed by a partial shutdown of the U.S. government, including
the FDA. We have not obtained regulatory approval for any product candidate and it is possible that ANA-001 will never obtain
regulatory approval. The FDA may delay, limit or deny approval of ANA-001 for many reasons, including, among others:
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the results
of our clinical trials may not meet the level of statistical or clinical significance
required by the FDA for marketing approval;
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the FDA may
disagree with the number, design, size, conduct or implementation of our clinical trials;
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the FDA may
not approve the formulation, labeling or specifications of ANA-001;
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the FDA may
require that we conduct additional clinical trials;
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the contract
research organizations (“CROs”) or the clinical investigators that we retain
to conduct our clinical trials may take actions outside of our control that materially
adversely impact our clinical trials;
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we, our CROs
or clinical investigators may fail to perform in accordance with the FDA’s good
clinical practice (“GCP”) requirements;
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the FDA may
disagree with our interpretation of data from our preclinical studies and clinical trials;
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the FDA may
find deficiencies with the manufacturing processes or facilities of third-party manufacturers
with which we contract; or
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the
policies or regulations of the FDA may significantly change in a manner that renders
our clinical data insufficient for approval or may require that we amend or submit new
clinical protocols.
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In addition, similar
reasons may cause the EMA or other regulatory authorities to delay, limit or deny approval of ANA-001 outside the United States.
Any of these factors, many of which are beyond our control, could jeopardize our ability to obtain regulatory approval for and
successfully market ANA-001.
Alternatively, even
if we obtain regulatory approval, that approval may be for indications or patient populations that are not as broad as we intend
or desire or may require labeling that includes significant use or distribution restrictions or safety warnings. We may also be
required to perform additional, unanticipated clinical trials to obtain approval or be subject to additional post marketing testing
requirements to maintain regulatory approval. In addition, regulatory authorities may withdraw their approval of a product or
the FDA may require a risk evaluation and mitigation strategy (“REMS”) for a product, which could impose restrictions
on its distribution. Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates.
We face substantial competition,
which may result in others discovering, developing or commercializing products before, or more successfully, than we do.
The development and
commercialization of new products is highly competitive. Our future success depends on our ability to demonstrate and maintain
a competitive advantage with respect to the development and commercialization of our product candidates. Our objective is to develop
and commercialize new products with superior efficacy, convenience, tolerability and safety. In many cases, the products that
we commercialize will compete with existing, market-leading products.
Many of our potential
competitors have significantly greater financial, manufacturing, marketing, drug development, technical and human resources than
we do. Large pharmaceutical companies, in particular, have extensive experience in clinical testing, obtaining regulatory approvals,
recruiting patients and in manufacturing pharmaceutical products. In particular, these companies have greater experience and expertise
in securing government contracts and grants to support their research and development efforts, conducting testing and clinical
trials, obtaining regulatory approvals to market products, manufacturing such products on a broad scale and marketing approved
products. These companies also have significantly greater research and marketing capabilities than we do and may also have products
that have been approved or are in late stages of development, and have collaborative arrangements in our target markets with leading
companies and research institutions. Established pharmaceutical companies may also invest heavily to accelerate discovery and
development of novel compounds or to in-license novel compounds that could make the product that we develop obsolete. As a result
of all of these factors, our competitors may succeed in obtaining patent protection and/or FDA approval or discovering, developing
and commercializing products before, or more effectively than, we do. In addition, any new product that competes with an approved
product must demonstrate compelling advantages in efficacy, convenience, tolerability and safety in order to overcome price competition
and to be commercially successful. If we are not able to compete effectively against potential competitors, our business will
not grow and our financial condition and operations will suffer.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and
the documents incorporated by reference herein contain forward-looking statements that involve substantial risks and uncertainties.
All statements, other than statements of historical facts, contained in this prospectus or incorporated by reference herein, including
statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans
and objectives of management and expected market growth, are forward-looking statements. We may, in some cases, use words such
as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “target,” “contemplate,” “potential,” “predict,”
“project,” “should,” “will,” “would” or the negative of those terms, and similar
expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. In addition, statements
that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. The forward-looking
statements and opinions contained in this prospectus and incorporated by reference herein are based upon information available
to us as of the date such statements are made and, while we believe such information forms a reasonable basis for such statements
at the time made, such information may be limited or incomplete, and our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
These forward-looking
statements include, among other things, statements about:
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our
plans to initiate and expand clinical trials of our product candidates and our expectations
for the timing, quantity and quality of information to be reported from our clinical
trials of ANA-001, NB-01, NB-02 and Gemcabene;
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planned
clinical trials for our product candidates, whether conducted by us or by any future
collaborators, including the timing of these trials and of the anticipated results;
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our
ability to discover and develop compounds suitable for clinical development and the timing
for designation of future development candidates;
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·
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our
ability to replicate in any clinical trial of one of our product candidates the results
we observed in preclinical or earlier clinical studies of such product candidate;
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·
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our
plans to research, develop, seek approval for, manufacture and commercialize our current
and future product candidates;
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·
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our
plans to develop and seek approval of companion diagnostic tests for use in identifying
patients who may benefit from treatment with our products and product candidates;
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·
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our
ability to enter into, and the terms and timing of, any collaborations, license agreements,
or other arrangements;
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·
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the
potential benefits of any future collaboration;
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·
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developments
relating to our competitors and our industry;
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·
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the
impact of government laws and regulations;
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·
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the
timing of and our ability to file new drug applications and obtain and maintain regulatory
approvals for our product candidates;
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·
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the
rate and degree of market acceptance and clinical utility of any products for which we
receive marketing approval;
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·
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our
commercialization, marketing and manufacturing capabilities and strategy;
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·
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our
intellectual property position and strategy;
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·
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our
ability to identify additional products or product candidates with significant commercial
potential;
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·
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our
expectations related to the use of our current cash and cash equivalents and the period
of time in which such capital will be sufficient to fund our planned operations;
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·
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our
estimates regarding expenses, future revenue, capital requirements and need for additional
financing; and
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We may not actually
achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance
on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. New risks and uncertainties emerge from time to time, and it is not possible
for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained or incorporated
by reference in this prospectus. We have included important factors in the cautionary statements included or incorporated by reference
in this prospectus, particularly in the “Risk Factors” section, that could cause actual results or events to differ
materially from the forward-looking statements that we make. In particular, the extent to which the COVID-19 outbreak continues
to impact our operations and those of the third parties on which we rely will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, additional or modified
government actions, and the actions that may be required to contain the virus or treat its impact. COVID-19 has and may continue
to adversely impact our operations and workforce, including our discovery research, supply chain and clinical trial operations
activities, which in turn could have an adverse impact on our business and financial results. Our forward-looking statements also
do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments
that we may make or enter into.
You should read this
prospectus, the documents incorporated by reference in this prospectus and the documents that we have filed as exhibits to the
registration statement of which this prospectus is a part completely and with the understanding that our actual future results
may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.
USE
OF PROCEEDS
We are filing the
registration statement of which this prospectus forms a part to permit the holders of the shares of our common stock described
in the section entitled “Selling Stockholders” to resell such shares. We are not selling any securities under this
prospectus and we will not receive any proceeds from the sale or other disposition of shares of our common stock held by the Selling
Stockholders.
The Selling Stockholders
will pay any placement agent discounts and commissions and expenses incurred by the Selling Stockholders for brokerage, accounting,
tax or legal services or any other expenses incurred by the Selling Stockholders in disposing of these shares. We will bear all
other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without
limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.
PRIVATE PLACEMENT
OF SHARES OF COMMON STOCK AND WARRANTS
On January 18, 2021,
we entered into a Securities Purchase Agreement with each of the Selling Stockholders named herein, see “Selling Stockholders,”
which we agreed to issue and sell an aggregate of 5,000,000 shares of common stock, consisting of 2,500,000 outstanding shares
of our common stock and 2,500,000 shares of our common stock issuable upon the exercise of the Warrants (the “Private Placement”).
The shares of common stock issued and the common stock issuable upon the exercise of the Warrants were issued pursuant to an exemption
from the registration requirements of the Securities Act provided in Section 4(a)(2) thereof and/or Rule 506 of Regulations D
promulgated thereunder. We received gross proceeds of $10,000,000 at the closing on January 21, 2021, before deducting fees owed
to the placement agent and other fees applicable to the offering. The aforementioned Securities Purchase Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company, other obligations of the parties and termination provisions.
Each Warrant is exercisable
beginning July 21, 2021 at an exercise price of $6.03 per share, subject to adjustment as provided therein, and terminated five
and one-half years after the initial exercise date. The exercise price and number of the shares of our common stock issuable upon
exercising the Warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization,
reorganization or similar transaction, as described therein.
SELLING STOCKHOLDERS
The common stock being
offered by the Selling Stockholders are those previously issued to the Selling Stockholders, and those issuable to the Selling
Stockholders, upon exercise of the Warrants. For additional information regarding the issuances of those shares of common stock
and Warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares
of common stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership
of the shares of common stock and the Warrants, the Selling Stockholders have not had any material relationship with us within
the past three years.
The table below lists
the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the
Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholders
based on its ownership of the shares of common stock and Warrants, as of January 25, 2021, assuming exercise of the Warrants held
by the Selling Stockholders on that date, without regard to any limitations on exercises. The third column lists the shares of
common stock being offered by this prospectus by the Selling Stockholders.
In accordance with
the terms of a registration rights agreement with the Selling Stockholders, this prospectus generally covers the resale of the
sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of
Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise
of the related Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding
the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable
date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations
on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant
to this prospectus.
Under the terms of
the Warrants, a Selling Stockholder may not exercise the Warrants to the extent such exercise would cause such Selling Stockholder,
together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed
4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination
shares of common stock issuable upon exercise of the Warrants which have not been exercised. The number of shares in the second
column does not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering.
See “Plan of Distribution.”
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Number
of shares
of Common Stock
Owned Prior to
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Maximum
Number
of shares of
Common Stock to
be Sold Pursuant to
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Number of shares of
Common Stock
Owned After
Offering(3)
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Name
of Selling Stockholder
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Offering(1)(2)
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this
Prospectus
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Number
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Percent
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3i, LP(4)
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250,000
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500,000
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—
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—
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Armistice Capital Master Fund Ltd.(5)
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1,000,000
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2,000,000
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—
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—
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Bigger Capital Fund, LP(6)
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250,000
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500,000
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—
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—
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Boothbay Absolute Return Strategies LP(7)
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66,240
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132,480
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—
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—
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Boothbay Diversified Alpha Master Fund, LP(8)
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33,760
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67,520
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—
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—
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Cavalry Fund I LP(9)
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125,000
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250,000
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—
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—
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Cavalry Special Ops Fund, LLC(10)
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125,000
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250,000
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—
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—
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CVI Investments, Inc.(11)
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250,000
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500,000
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—
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—
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Intracoastal Capital, LLC(12)
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375,480
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750,000
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480
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*
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Kingsbrook Opportunities Master Fund
LP(13)
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25,792
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50,000
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792
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*
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* Less than 1%.
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(1)
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This
table and the information in the notes below are based upon information supplied by the
Selling Stockholders and are based on shares of common stock outstanding as of January
21, 2021. Beneficial ownership is determined in accordance with Rule 13d-3 under the
Securities Act, and includes any shares as to which the Selling Stockholder has sole
or shared voting power or investment power, and also any shares which the Selling Stockholder
has the right to acquire within 60 days of the date hereof, whether through the exercise
or conversion of any stock option, convertible security, warrant or other right. The
indication herein that shares are beneficially owned is not an admission on the part
of the Selling Stockholder that he, she or it is a direct or indirect beneficial owner
of those shares.
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(2)
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All convertible
securities of the Company held by the Selling Stockholders are subject to beneficial
ownership limitations such that the shares of warrants may not be converted or exercised,
respectively, if it would result in the holder exceeding the beneficial ownership limitation.
The Warrants restrict the ability of the holder to exercise the warrants to the extent
that the holder and its affiliates would beneficially own more than 4.99% of the common
stock following such exercise, provided, however, that the holder has the ability to
waive such ownership limitation upon 61 days prior notice and, provided, further, that
in no event may the holder beneficially own more than 9.99% of the Company’s common
stock following such exercise.
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(3)
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We do not know
when or in what amounts a Selling Stockholder may offer shares for sale. The Selling
Stockholders might not sell any or might sell all of the shares offered by this prospectus.
Because the Selling Stockholders may offer all or some of the shares pursuant to this
offering, and because there are currently no agreements, arrangements or understandings
with respect to the sale of any of the shares, we cannot estimate the number of the shares
that will be held by the Selling Stockholders after completion of the offering. However,
for purposes of this table, we have assumed that, after completion of the offering, none
of the shares covered by this prospectus will be held by the Selling Stockholders, including
common stock issuable upon exercise of the Warrants issued in the Private Placement.
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(4)
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The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of 250,000 shares of the common stock held by 3i, LP issued in the Private Placement
of shares by the Company on January 21, 2021. In addition to the foregoing shares, as
of January 25, 2021, 3i, LP held Warrants to purchase 250,000 shares of common stock
that are not included in the shares reported under “Number of shares of Common
Stock Owned Prior to Offering” because they are not exercisable until July 21,
2021. The shares reported under “Number of shares of Common Stock Being Offered”
consist of (i) the shares reported as beneficially owned by 3i, LP under “Number
of shares of Common Stock Owned Prior to Offering” and (ii) the shares issuable
upon exercise of the Warrants held by 3i, LP described above, in each case, without giving
effect to the beneficial ownership limitation set forth in the Warrants. Maier J. Tarlow
has sole voting and dispositive power with respect to the shares of common stock held
by 3i, LP. The address of 3i, LP is 3i Fund, 140 Broadway 38 FL, New York, New York 10005.
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(5)
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The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of 1,000,000 shares of the common stock held by Armistice Capital Master Fund Ltd. issued
in the Private Placement of shares by the Company on January 21, 2021. In addition to
the foregoing shares, as of January 25, 2021, Armistice Capital Master Fund Ltd. held
Warrants to purchase 1,000,000 shares of common stock that are not included in the shares
reported under “Number of shares of Common Stock Owned Prior to Offering”
because they are not exercisable until July 21, 2021. The shares reported under “Number
of shares of Common Stock Being Offered” consist of (i) the shares reported as
beneficially owned by Armistice Capital Master Fund Ltd. under “Number of shares
of Common Stock Owned Prior to Offering” and (ii) the shares issuable upon exercise
of the Warrants held by Armistice Capital Master Fund Ltd. described above, in each case,
without giving effect to the beneficial ownership limitation set forth in the Warrants.
Steven Boyd has sole voting and dispositive power with respect to the shares of common
stock held by Armistice Capital Master Fund Ltd. The address of Armistice Capital Master
Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, New
York 10022.
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(6)
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The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of 250,000 shares of the common stock held by Bigger Capital Fund, LP issued in the Private
Placement of shares by the Company on January 21, 2021. In addition to the foregoing
shares, as of January 25, 2021, Bigger Capital Fund, LP held Warrants to purchase 250,000
shares of common stock that are not included in the shares reported under “Number
of shares of Common Stock Owned Prior to Offering” because they are not exercisable
until July 21, 2021. The shares reported under “Number of shares of Common Stock
Being Offered” consist of (i) the shares reported as beneficially owned by Bigger
Capital Fund, LP under “Number of shares of Common Stock Owned Prior to Offering”
and (ii) the shares issuable upon exercise of the Warrants held by Bigger Capital Fund,
LP described above, in each case, without giving effect to the beneficial ownership limitation
set forth in the Warrants. Michael Bigger has sole voting and dispositive power with
respect to the shares of common stock held by Bigger Capital Fund, LP. The address of
Bigger Capital Fund, LP is 11434 Glowing Sunset, Las Vegas, Nevada 89135.
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(7)
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The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of 66,240 shares of the common stock held by Boothbay Absolute Return Strategies LP issued
in the Private Placement of shares by the Company on January 21, 2021. In addition to
the foregoing shares, as of January 25, 2021, Boothbay Absolute Return Strategies LP
held Warrants to purchase 66,240 shares of common stock that are not included in the
shares reported under “Number of shares of Common Stock Owned Prior to Offering”
because they are not exercisable until July 21, 2021. The shares reported under “Number
of shares of Common Stock Being Offered” consist of (i) the shares reported as
beneficially owned by Boothbay Absolute Return Strategies LP under “Number of shares
of Common Stock Owned Prior to Offering” and (ii) the shares issuable upon exercise
of the Warrants held by Boothbay Absolute Return Strategies LP described above, in each
case, without giving effect to the beneficial ownership limitation set forth in the Warrants.
Boothbay Absolute Return Strategies LP, a Delaware limited partnership (the “Fund”),
is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the
“Adviser”). The Adviser, in its capacity as the investment manager of the
Fund, has the power to vote and the power to direct the disposition of all securities
held by the Fund. Ari Glass is the Managing Member of the Adviser. Each of the Fund,
the Adviser and Mr. Glass disclaim beneficial ownership of these securities, except to
the extent of any pecuniary interest therein. The address of Boothbay Absolute Return
Strategies LP is c/o Kingsbrook Partners LP, 689 Fifth Avenue, 12th Floor, New York,
New York 10022.
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|
(8)
|
The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of 33,760 shares of the common stock held by Boothbay Diversified Alpha Master Fund,
LP issued in the Private Placement of shares by the Company on January 21, 2021. In addition
to the foregoing shares, as of January 25, 2021, Boothbay Diversified Alpha Master Fund,
LP held Warrants to purchase 33,760 shares of common stock that are not included in the
shares reported under “Number of shares of Common Stock Owned Prior to Offering”
because they are not exercisable until July 21, 2021. The shares reported under “Number
of shares of Common Stock Being Offered” consist of (i) the shares reported as
beneficially owned by Boothbay Diversified Alpha Master Fund, LP under “Number
of shares of Common Stock Owned Prior to Offering” and (ii) the shares issuable
upon exercise of the Warrants held by Boothbay Diversified Alpha Master Fund, LP described
above, in each case, without giving effect to the beneficial ownership limitation set
forth in the Warrants. Boothbay Diversified Alpha Master Fund, LP, a Cayman Islands limited
partnership (the “Fund”), is managed by Boothbay Fund Management, LLC, a
Delaware limited liability company (the “Adviser”). The Adviser, in its capacity
as the investment manager of the Fund, has the power to vote and the power to direct
the disposition of all securities held by the Fund. Ari Glass is the Managing Member
of the Adviser. Each of the Fund, the Adviser and Mr. Glass disclaim beneficial ownership
of these securities, except to the extent of any pecuniary interest therein. The address
of Boothbay Diversified Alpha Master Fund, LP is c/o Kingsbrook Partners LP, 689 Fifth
Avenue, 12th Floor, New York, New York 10022.
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(9)
|
The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of 125,000 shares of the common stock held by Cavalry Fund I LP issued in the Private
Placement of shares by the Company on January 21, 2021. In addition to the foregoing
shares, as of January 25, 2021, Cavalry Fund I LP held Warrants to purchase 125,000 shares
of common stock that are not included in the shares reported under “Number of shares
of Common Stock Owned Prior to Offering” because they are not exercisable until
July 21, 2021. The shares reported under “Number of shares of Common Stock Being
Offered” consist of (i) the shares reported as beneficially owned by Cavalry Fund
I LP under “Number of shares of Common Stock Owned Prior to Offering” and
(ii) the shares issuable upon exercise of the Warrants held by Cavalry Fund I LP described
above, in each case, without giving effect to the beneficial ownership limitation set
forth in the Warrants. Thomas Walsh has sole voting and dispositive power with respect
to the shares of common stock held by Cavalry Fund I LP. The address of Cavalry Fund
I LP is 82 E. Allendale Road, Suite 5B, Saddle River, New Jersey 07458.
|
|
(10)
|
The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of 125,000 shares of the common stock held by Cavalry Special Ops Fund, LLC issued in
the Private Placement of shares by the Company on January 21, 2021. In addition to the
foregoing shares, as of January 25, 2021, Cavalry Special Ops Fund, LLC held Warrants
to purchase 125,000 shares of common stock that are not included in the shares reported
under “Number of shares of Common Stock Owned Prior to Offering” because
they are not exercisable until July 21, 2021. The shares reported under “Number
of shares of Common Stock Being Offered” consist of (i) the shares reported as
beneficially owned by Cavalry Special Ops Fund, LLC under “Number of shares of
Common Stock Owned Prior to Offering” and (ii) the shares issuable upon exercise
of the Warrants held by Cavalry Special Ops Fund, LLC described above, in each case,
without giving effect to the beneficial ownership limitation set forth in the Warrants.
Thomas Walsh has sole voting and dispositive power with respect to the shares of common
stock held by Cavalry Special Ops Fund, LLC. The address of Cavalry Special Ops Fund,
LLC is 82 E. Allendale Road, Suite 5B, Saddle River, New Jersey 07458.
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|
(11)
|
The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of 250,000 shares of the common stock held by CVI Investments, Inc. issued in the Private
Placement of shares by the Company on January 21, 2021. In addition to the foregoing
shares, as of January 25, 2021, CVI Investments, Inc. held Warrants to purchase 250,000
shares of common stock that are not included in the shares reported under “Number
of shares of Common Stock Owned Prior to Offering” because they are not exercisable
until July 21, 2021. The shares reported under “Number of shares of Common Stock
Being Offered” consist of (i) the shares reported as beneficially owned by CVI
Investments, Inc. under “Number of shares of Common Stock Owned Prior to Offering”
and (ii) the shares issuable upon exercise of the Warrants held by CVI Investments, Inc.
described above, in each case, without giving effect to the beneficial ownership limitation
set forth in the Warrants. Heights Capital Management, Inc., the authorized agent of
CVI Investments, Inc (“CVI”), has discretionary authority to vote and dipose
of the shares held by CVI and may be deemed to be the beneficial owner of these shares.
Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management,
Inc., may also be deemed to have investment discretion and voting power over the shares
held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI
Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently
expected to participate in this offering. The address of CVI Investments, Inc. is c/o
Heights Capital Management, 101 California Street, Suite 3250, San Francisco, California
94111.
|
|
(12)
|
The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of (i) 375,000 shares of the common stock held by Intracoastal Capital, LLC issued in
the Private Placement of shares by the Company on January 21, 2021 and (i) 480 shares
of common stock underlying warrants exercisable within 60 days of January 25, 2021 held
by Intracoastal Capital, LLC. In addition to the foregoing shares, as of January 25,
2021, Intracoastal Capital, LLC held Warrants to purchase 375,000 shares of common stock
that are not included in the shares reported under “Number of shares of Common
Stock Owned Prior to Offering” because they are not exercisable until July 21,
2021. The shares reported under “Number of shares of Common Stock Being Offered”
consist of (i) the shares reported as beneficially owned by Intracoastal Capital, LLC
under “Number of shares of Common Stock Owned Prior to Offering” and (ii)
the shares issuable upon exercise of the Warrants held by Intracoastal Capital, LLC described
above, in each case, without giving effect to the beneficial ownership limitation set
forth in the Warrants. Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher
(“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”),
have shared voting control and investment discretion over the securities reported herein
that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed
to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of the securities reported
herein that are held by Intracoastal. The address of Intracoastal Capital, LLC is 2211A
Lakeside Drive, Bannockburn, Illinois 60015.
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|
(13)
|
The shares reported
under “Number of shares of Common Stock Owned Prior to Offering” consists
of (i) 25,000 shares of the common stock held by Kingsbrook Opportunities Master Fund
LP issued in the Private Placement of shares by the Company on January 21, 2021 and (i)
792 shares of common stock underlying warrants exercisable within 60 days of January
25, 2021 held by Kingsbrook Opportunities Master Fund LP. In addition to the foregoing
shares, as of January 25, 2021, Kingsbrook Opportunities Master Fund LP held Warrants
to purchase 25,000 shares of common stock that are not included in the shares reported
under “Number of shares of Common Stock Owned Prior to Offering” because
they are not exercisable until July 21, 2021. The shares reported under “Number
of shares of Common Stock Being Offered” consist of (i) the shares reported as
beneficially owned by Kingsbrook Opportunities Master Fund LP under “Number of
shares of Common Stock Owned Prior to Offering” and (ii) the shares issuable upon
exercise of the Warrants held by Kingsbrook Opportunities Master Fund LP described above,
in each case, without giving effect to the beneficial ownership limitation set forth
in the Warrants. Kingsbrook Partners LP (“Kingsbrook Partners”) is the investment
manager of Kingsbrook Opportunities Master Fund LP (“Kingsbrook Opportunities”)
and consequently has voting control and investment discretion over securities held by
Kingsbrook Opportunities. Kingsbrook Opportunities GP LLC (“Opportunities GP”)
is the general partner of Kingsbrook Opportunities and may be considered the beneficial
owner of any securities deemed to be beneficially owned by Kingsbrook Opportunities.
KB GP LLC (“GP LLC”) is the general partner of Kingsbrook Partners and may
be considered the beneficial owner of any securities deemed to be beneficially owned
by Kingsbrook Partners. Ari J. Storch, Adam J. Chill and Scott M. Wallace are the sole
managing members of Opportunities GP and GP LLC and as a result may be considered beneficial
owners of any securities deemed beneficially owned by Opportunities GP and GP LLC. Each
of Kingsbrook Partners, Opportunities GP, GP LLC and Messrs. Storch, Chill and Wallace
disclaim beneficial ownership of these securities. The address of Kingsbrook Opportunities
Master Fund LP is c/o Kingsbrook Partners LP, 689 Fifth Avenue, 12th Floor, New York,
New York 10022.
|
Relationship with the Selling Stockholders
In addition to the
Securities Purchase Agreement, on January 18, 2021, in connection with the Private Placement, we entered into a registration rights
agreement with the Selling Stockholders, or the Registration Rights Agreement. Also on January 21, 2021, we entered into the Warrants
with the Selling Stockholders.
Registration Rights
Agreement
Pursuant to the Registration
Rights Agreement with each of the selling stockholders, we agreed to prepare and file with the SEC a registration statement that
permits the resale of the selling stockholders’ shares and, subject to certain exceptions, use reasonable best efforts to
keep the registration statement of which this prospectus forms a part effective under the Securities Act until the earlier of
until the date that all registrable securities covered by the registration statement of which this prospectus forms a part: (i)
have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant
to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under
Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable
to the Company’s transfer agent and the affected Selling Stockholder.
We have also agreed,
among other things, to indemnify the Selling Stockholders and their officers, directors, members, employees and agents, successors
and assigns under the registration statement from certain liabilities and to pay all fees and expenses (excluding any legal fees
of the selling holder(s), and any underwriting discounts and selling commissions) incident to our obligations under the Registration
Rights Agreement.
Warrants
The Warrants are exercisable
at any time on or after July 21, 2021 and entitle the Selling Stockholders to purchase shares of our common stock until July 21,
2026 at a price per share equal to $6.03 per share, subject to certain adjustments.
PLAN OF DISTRIBUTION
Each Selling Stockholder
of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their
securities covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the securities are traded
or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of
the following methods when selling securities:
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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settlement
of short sales;
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in
transactions through broker-dealers that agree with the Selling Stockholders to sell
a specified number of such securities at a stipulated price per security;
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through
the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
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a
combination of any such methods of sale; or
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any
other method permitted pursuant to applicable law.
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The Selling Stockholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather
than under this prospectus.
Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.
In connection with
the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
We agreed to keep
this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement
for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule
of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available
to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL MATTERS
Honigman LLP, Kalamazoo, Michigan, will
issue a legal opinion as to the validity of the securities offered by this prospectus.
EXPERTS
The consolidated financial statements as of December 31, 2019
and 2018 and for each of the two years in the period ended December 31, 2019 incorporated by reference in this Prospectus and in
the Registration Statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public
accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The
report on the consolidated financial statements contains an explanatory paragraph regarding the Company's ability to continue as
a going concern.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. You can access the electronic versions of these filings,
free of charge, on the SEC’s internet website found at http://www.sec.gov. These filings will be available as soon
as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information found on,
or that may be accessed through, our website is not incorporated by reference in this prospectus and should not be considered
a part of this prospectus.
This
prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should
review the information and exhibits included in the registration statement for further information about us and the securities
offered by us. Statements in this prospectus concerning any document filed as an exhibit to the registration statement or otherwise
filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the
complete document to evaluate these statements.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The SEC’s rules
allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede
that information. Any statement contained in a previously filed document incorporated by reference shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces
that statement.
We incorporate by
reference the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) between the date of this prospectus and the termination
of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents
or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the
SEC.
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Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020, filed with the SEC on May 20, 2020, August 11, 2020 and November
13, 2020, respectively;
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Our
Current Reports on Form 8-K or Form 8-K/A (other than information furnished rather than
filed) filed with the SEC on January 7, 2020, January 22, 2020, February 4, 2020, February 13, 2020, February 20, 2020, April 15, 2020, May 26, 2020, June 18, 2020, September 2, 2020, January 6, 2021, January 13, 2021, and January 21, 2021, respectively;
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The
description of our common stock contained in our registration statement on Form 8-A (File No. 00137809) filed with the SEC on June 20, 2016, pursuant to Section 12(b) of the Exchange
Act, including any amendments or reports filed for the purpose of updating such descriptions;
and
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Any
other filings we make pursuant to the Exchange Act after the date of filing the registration
statement of which this prospectus is a part and prior to effectiveness of the registration
statement.
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These documents may also
be accessed on our website at www.neurobopharma.com. Information contained in, or accessible through, our website is not
a part of this prospectus.
We will provide without charge to each person, including any beneficial owners, to whom this prospectus
is delivered, upon his or her written or oral request, a copy of any or all reports or documents referred to above which have been or
may be incorporated by reference into this prospectus but not delivered with this prospectus, excluding exhibits to those reports or documents
unless they are specifically incorporated by reference into those documents.
You may request a
free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:
NeuroBo
Pharmaceuticals, Inc.
200 Berkeley
Street
Office
19th Floor
Boston,
Massachusetts 02116
Attention:
Corporate Secretary
(857) 702-9600
Exhibits to the
filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into this prospectus
and any accompanying prospectus. In order to ensure timely delivery of the documents incorporated by reference in this prospectus,
any request should be made no later than five business days prior to the date on which you plan to make a final investment decision.
5,000,000 Shares
Common Stock
PROSPECTUS
January 29, 2021
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