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Item 1.01
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Entry into a Material Definitive Agreement
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Registered Direct Offering
On October 1, 2021, the NeuroBo Pharmaceuticals, Inc.
(the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with several
institutional investors for the purchase and sale in a registered direct offering of 4,307,693 shares of the Company’s common stock,
at a purchase price of $3.25 per share for gross proceeds of approximately $14,000,000, before deducting the placement agent’s fees
and related offering expenses. The 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.
The offering of the shares (the “Registered Offering”)
is being made pursuant to the Company’s effective shelf registration statement (the “Registration Statement”) on Form S-3
(Registration No. 333-256135), initially filed with the Securities and Exchange Commission (the “Commission”) on May 14,
2021and declared effective by the Commission on May 26, 2021, and a prospectus supplement dated as of October 1, 2021.
Private Placement
The Purchase Agreement also provides for a concurrent private
placement (the “Private Placement”) of warrants to purchase the Company’s common stock (the “Warrants”)
with the purchasers in the Registered Offering. The Warrants will be exercisable for up to an aggregate of 4,307,693 shares of common
stock. The Warrants will have an exercise price of $3.75 per share, will be exercisable commencing six months from the issuance date (the
“Initial Exercise Date”), and will expire three and one-half years following the Initial Exercise Date. Subject to limited
exceptions, a holder of a Warrant will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates,
would beneficially own in excess of 4.99% (or, at the election of a holder prior to the date of issuance, 9.99%) of the number of shares
of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided,
however, that upon prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided further
that in no event shall the Beneficial Ownership Limitation exceed 9.99% and any increase in the beneficial ownership limitation will not
be effective until 61 days following notice to us.
H.C. Wainwright & Co., LLC (the “Placement
Agent”) acted as the exclusive placement agent for the Company in connection with the Registered Offering and the Private Placement
pursuant to an engagement letter, dated as of September 29, 2021, entered into by and between the Company and the Placement Agent.
As compensation in connection with the Registered Offering and Private Placement, the Company agreed to pay the Placement Agent a cash
fee equal to 7.0% of the gross proceeds of the Registered Offering Private Placement, non-accountable expenses in the amount of $75,000
and clearing fees of $15,950. The Company expects to pay fees and expenses of approximately $1,070,950 in the aggregate to the Placement
Agent.
The Securities Purchase Agreement and form of Warrant are
filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above
descriptions of the terms of the Securities Purchase Agreement and Warrants are qualified in their entirety by reference to such exhibits.