NeuroBo Pharmaceuticals, Inc. [NRBO] Filings

10-Q 1 nrbo-20230930x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended September 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 001-37809

NeuroBo Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)


Delaware		47-2389984
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

545 Concord Avenue, Suite 210 Cambridge, Massachusetts		02138
(Address of principal executive offices)		(Zip Code)

(857) 702-9600

(Registrant’s telephone number, including area code)

200 Berkley Street, Office 19^th Floor

Boston, Massachusetts 02116

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common stock, $0.001 par value	NRBO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ◻	Accelerated filer ◻

Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding shares of the registrant’s common stock, $0.001 par value, as of November 9, 2023 was 38,812,518

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NeuroBo Pharmaceuticals, Inc.

FORM 10-Q

INDEX


PART I	FINANCIAL INFORMATION

ITEM 1:	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022 (unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

ITEM 3:	Quantitative and Qualitative Disclosures about Market Risk	27

ITEM 4:	Controls and Procedures	27

PART II	OTHER INFORMATION	29

ITEM 1:	Legal Proceedings	29

ITEM 1A :	Risk Factors	29

ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds	31

ITEM 3:	Default upon Senior Securities	31

ITEM 4:	Mine Safety Disclosures	31

ITEM 5:	Other Information	31

ITEM 6:	Exhibits	32

SIGNATURES		33

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PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

NeuroBo Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share amounts and par value)


	September 30,
	2023		December 31,
	(unaudited)			2022
Assets
Current assets:
Cash	$	25,837	$	33,364
Prepaid expenses		308		168
Total current assets		26,145		33,532
Property and equipment, net		41		2
Right-of-use asset		218		—
Other assets		21		—
Total assets	$	26,425	$	33,534
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,981	$	708
Accrued liabilities		1,614		280
Warrant liabilities		1,062		10,796
Lease liability, short-term		65		—
Total current liabilities		4,722		11,784
Lease liability, long-term		153		—
Total liabilities		4,875		11,784
Commitments and contingencies (Note 4)
Stockholders’ equity
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized as of September 30, 2023 and December 31, 2022; no shares issued or outstanding as of September 30, 2023 and December 31, 2022.		—		—
Common stock, $0.001 par value per share, 100,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 38,429,185 and 25,436,019 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.		38		25
Additional paid–in capital		124,463		117,520
Accumulated deficit		(102,951)		(95,795)
Total stockholders’ equity		21,550		21,750
Total liabilities and stockholders’ equity	$	26,425	$	33,534

See accompanying notes to condensed consolidated financial statements.

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NeuroBo Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Operating expenses:
Research and development	$	2,292	$	571	$	5,293	$	2,473
General and administrative		1,601		2,533		4,926		6,725
Total operating expenses		3,893		3,104		10,219		9,198
Loss from operations		(3,893)		(3,104)		(10,219)		(9,198)
Other income (expense):
Change in fair value of warrant liabilities		(87)		—		2,901		—
Interest income		162		—		162		—
Other expense		—		(9)		—		(93)
Loss before income taxes		(3,818)		(3,113)		(7,156)		(9,291)
Provision for income taxes		—		—		—		—
Net loss		(3,818)		(3,113)		(7,156)		(9,291)
Other comprehensive loss, net of tax		—		—		—		(4)
Comprehensive loss	$	(3,818)	$	(3,113)	$	(7,156)	$	(9,295)
Loss per share:
Net loss per share, basic and diluted	$	(0.09)	$	(3.50)	$	(0.18)	$	(10.45)
Weighted average shares of common stock outstanding:
Basic and diluted		40,606,537		888,693		40,517,356		888,693

See accompanying notes to condensed consolidated financial statements.

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NeuroBo Pharmaceuticals, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share amounts)

(unaudited)


				Additional			Accumulated
	Common Stock			Paid–In			Comprehensive	Accumulated		Total
	Shares	Amount		Capital			Income	Deficit		Equity
Balance at December 31, 2021	888,693	$	1	$	96,420	$	4	$	(81,828)	$	14,597
Stock–based compensation	—		—		207		—		—		207
Foreign currency translation adjustment	—		—		—		(1)		—		(1)
Net loss	—		—		—		—		(2,875)		(2,875)
Balance at March 31, 2022	888,693		1		96,627		3		(84,703)		11,928
Stock–based compensation	—		—		211		—		—		211
Foreign currency translation adjustment	—		—		—		(3)		—		(3)
Net loss	—		—		—		—		(3,303)		(3,303)
Balance at June 30, 2022	888,693	$	1	$	96,838	$	—	$	(88,006)	$	8,833
Stock–based compensation	—		—		218		—		—		218
Net loss	—		—		—		—		(3,113)		(3,113)
Balance at September 30, 2022	888,693	$	1	$	97,056	$	—	$	(91,119)	$	5,938


Balance at December 31, 2022	25,436,019	$	25	$	117,520	$	—	$	(95,795)	$	21,750
Issuance of stock from exercise of warrants	1,740,666		2		1,434		—		—		1,436
Stock–based compensation	—		—		(74)		—		—		(74)
Net loss	—		—		—		—		(2,604)		(2,604)
Balance at March 31, 2023	27,176,685		27		118,880		—		(98,399)		20,508
Issuance of stock from exercise of warrants	11,065,000		11		5,387		—		—		5,398
Stock–based compensation	—		—		24		—		—		24
Net loss	—		—		—		—		(734)		(734)
Balance at June 30, 2023	38,241,685	$	38	$	124,291	$	—	$	(99,133)	$	25,196
Issuance of stock for vested restricted stock units	187,500		—		—		—		—		—
Stock–based compensation	—		—		172		—		—		172
Net loss	—		—		—		—		(3,818)		(3,818)
Balance at September 30, 2023	38,429,185	$	38	$	124,463	$	—	$	(102,951)	$	21,550

See accompanying notes to condensed consolidated financial statements.

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NeuroBo Pharmaceuticals, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	For the Nine Months Ended
	September 30,
	2023		2022
Operating activities
Net loss	$	(7,156)	$	(9,291)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		122		636
Non-cash lease expense		5		8
Depreciation		2		19
Loss on sale of property and equipment		—		75
Change in fair value of warrant liabilities		(2,901)		—
Change in operating assets and liabilities:
Prepaid expenses and other assets		(161)		(627)
Accounts payable		1,273		114
Accrued and other liabilities		1,410		(839)
Net cash used in operating activities		(7,406)		(9,905)
Investing activities
Sale of property and equipment		—		8
Purchases of property and equipment		(41)		—
Net cash used in (provided by) investing activities		(41)		8
Financing activities
Payment of issuance costs		(80)		(134)
Net cash used in financing activities		(80)		(134)
Net decrease in cash		(7,527)		(10,031)
Cash at beginning of period		33,364		16,387
Cash at end of period	$	25,837	$	6,356
Supplemental non-cash investing and financing transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	223	$	—
Cash paid for amounts included in the measurement of lease liability	$	7	$	—
Modification of right-of-use asset and associated liability	$	—	$	62
Unpaid deferred issuance costs	$	—	$	205
Reclassification of warrant liabilities upon exercise of warrants	$	6,833	$	—

See accompanying notes to condensed consolidated financial statements.

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except per share amounts) (unaudited)

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 two primary programs focused on treatment of nonalcoholic steatohepatitis (“NASH”), obesity, and type 2 diabetes mellitus (“T2D”):

●

DA-1241 is a novel G-Protein-Coupled Receptor 119 (GPR119) agonist that in preclinical studies demonstrated therapeutic potential for both NASH and T2D. Furthermore, in Phase 1a and 1b trials, DA-1241 was well tolerated in both healthy volunteers as well as in T2D patients. The U.S Food and Drug Administration (“FDA”) cleared an Investigational New Drug (“IND”) application to support a Phase 2a clinical trial of DA-1241 in NASH patients. In the third quarter of 2023, the Company initiated the Phase 2a study with the goal of establishing efficacy of DA-1241 in NASH patients with confirmed pre-diabetes or T2D.

●

DA-1726 is a novel oxyntomodulin (“OXM”) analogue that acts as a glucagon-like peptide-1 receptor (GLP1R) and glucagon receptor (GCGR) dual agonist, currently in development for the treatment of obesity, with the potential to address NASH. In the fourth quarter of 2023 the Company intends to file an IND application for DA-1726 and initiate Phase 1 clinical trials, with the goal of establishing the safety of DA-1726 in human subjects.

The Company had previously focused its efforts on four therapeutic programs: ANA001, NB-01, NB-02 and gemcabene. In June 2023, the Company decided to discontinue its clinical development of ANA001 (niclosamide) and clinical development of gemcabene for the treatment of COVID-19.

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.

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 consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2023. The condensed consolidated balance sheet as of December 31, 2022 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 former South Korean subsidiary, NeuroBo Co., LTD., which was fully owned by the Company until its liquidation in June 2023. All significant intercompany accounts and transactions have been eliminated in the preparation of the financial statements.

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

Going Concern

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 accompanying condensed 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.

As of September 30, 2023, the Company had $25.8 million in cash deposits. The Company has experienced net losses and negative cash flows from operating activities since its inception and had an accumulated deficit of $103.0 million as of September 30, 2023. The Company’s net losses were $3.8 million and $3.1 million for the three months ended September 30, 2023 and 2022, respectively, and $7.2 million and $9.3 million for the nine months ended September 30, 2023 and 2022, respectively. Due to the ongoing Phase 2a study of DA-1241 and the planned Phase 1 clinical trials for DA-1726, the Company expects to continue to incur net losses for the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company believes that its existing cash will be sufficient to fund its operations into the fourth quarter of 2024. 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. If the Company is unable to raise additional capital, the Company may slow down or stop its ongoing and planned clinical trials until such time as additional capital is raised and this may have a material adverse effect on the Company.

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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company's condensed 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 judgments 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.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs, including salaries, fees 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 (“R&D”) 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,

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

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.

Fair Value of Financial Instruments

The Company’s financial instruments principally include cash, prepaid expenses, right of use assets, accounts payable, accrued liabilities, lease liabilities and warrant liabilities. The carrying amounts of cash, prepaid expenses and other current assets, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. See Note 9 - Fair Value Measurements.

Warrant Liabilities

The Company accounts for its warrants as liabilities at fair value if equity accounting treatment is precluded due to provisions existing within the warrants. The change in fair value of the warrant liabilities are recognized as a fair value change in warrant liabilities in the consolidated statements of operations and comprehensive loss and as an operating item in the statement of cash flows.

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.

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 June 2016, the FASB issued Accounting Standards Update (“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 calendar year 2023 for smaller reporting companies. The Company adopted this new guidance on January 1, 2023, and the adoption did not have a material impact on the Company's consolidated financial statements.

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

3. Balance Sheet Detail

Property and Equipment

Property and equipment consist of the following as of:



		September 30, 2023		December 31, 2022
Office equipment	$	71	$	30
Less accumulated depreciation		(30)		(28)
Property and equipment, net	$	41	$	2

Accrued liabilities

Accrued liabilities consist of the following as of:


		September 30, 2023		December 31, 2022
External research and development expenses	$	1,475	$	109
Payroll related		13		100
Professional services		126		23
Other		—		48
Total	$	1,614	$	280

4. Commitments and Contingencies

Operating Leases

New Corporate Headquarters Lease

In August 2023, the Company entered a non-cancelable operating lease for its new corporate headquarters in Boston (the “New Corporate Headquarters Lease”). The initial lease term is for three years with an option to renew for an additional two-year term. The lease commenced on September 1, 2023 and expires on August 31, 2026. The operating lease is subject to a security deposit of $21. The Company’s lease liability represents the net present value of future lease payments utilizing a discount rate of 11%, which corresponds to the Company’s incremental borrowing rate. As of September 30, 2023, the weighted average remaining lease term was 2.9 years. For the three and nine months ended September 30, 2023, expense under the New Corporate Headquarters Lease was $7.

The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of September 30, 2023:


	As of
	September 30,
2023 (October 1 to December 31)		21
2024		86
2025		89
2026		60
Total lease payments		256
Less effect of discounting		(38)
Total		218
Short-term portion		(65)
Long-term portion	$	153

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

Former Corporate Headquarters Lease

On May 14, 2021, the Company entered into a non-cancelable operating lease for its corporate headquarters located in Boston Massachusetts. (the “Former Corporate Headquarters Lease”). The agreement, effective August 1, 2021, had 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. The Company has since entered into amendments to the Former Corporate Headquarters Lease which reduced the size of the office space and extended the lease term, which expired in March 2023, for rental costs of approximately $2 per month. Subsequent to March 2023, the lease was month-to-month.

No assets and liabilities were recognized for the corporate headquarters leases at September 30, 2023 and December 31, 2022. 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 June 30, 2023 and 2022, expense under the corporate headquarters lease was in the aggregate $5 and $3, respectively. For the nine months ended September 30, 2023 and 2022, expense under the Former Corporate Headquarters Lease was $16 and $11, respectively.

License Agreement with Dong-A ST

On September 14, 2022, the Company and Dong-A ST Co., Ltd. (“Dong-A”), a related party and greater than 5% shareholder, entered into a license Agreement, pursuant to which the Company received an exclusive global license (other than in the Republic of Korea) to two proprietary compounds for specified indications (the “2022 License Agreement”). The 2022 License Agreement covers the rights to DA-1241 for treatment of NASH and T2D and DA-1726 for treatment of obesity and NASH. Under the 2022 License Agreement, Dong-A will be eligible to receive (i) regulatory milestone payments of up to $178 million for DA-1726 and $138 million for DA-1241, dependent upon the achievement of specific regulatory developments; (ii) commercial-based milestone payments, dependent upon the achievement of specific commercial developments; and (iii) single digit royalties on net sales received by the Company from the commercial sale of products covering DA-1241 or DA-1726.

As of September 30, 2023, no milestone or royalty payments had been accrued as there were no potential milestones yet achieved or considered probable.

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

ANA Merger Milestone Payments

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, 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

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.

On June 1, 2023, the Company discontinued its clinical development of ANA001 and therefore, believes the likelihood of achieving future milestones and royalty payments payable pursuant to the Merger Agreement is remote. As of September 30, 2023, no milestones had been achieved or considered probable, therefore, no milestone payments were approved.

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

YourChoice License Agreement

In connection with the 2020 Merger, the Company assumed the license agreement between ANA and Your Choice Therapeutics, Inc. (the “YourChoice Agreement”). Prior to the 2020 Merger, YourChoice Therapeutics, Inc. 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. 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 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 to 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. On June 2, 2023, the Company notified YourChoice Therapeutics, Inc. that the YourChoice Agreement terminated on August 31, 2023. We did not incur milestone or royalty payments pursuant to the YourChoice Agreement.

Gemphire Contingent Value Rights Agreement

On December 30, 2019, the Company entered into a definitive merger agreement (the “2019 Merger”) with Gemphire Therapeutics, Inc. (“Gemphire”). 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 September 30, 2023, no obligations had been accrued as there were no potential payments under the CVR Agreement or the CVR Amendment that were yet achieved or considered probable.

Pfizer License Agreement

Upon the close of the 2019 Merger, an 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.

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Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

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 September 30, 2023, the Company had not achieved any milestones under the Pfizer Agreement, nor were any milestones considered probable, and therefore, no liabilities were recorded.

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.

5. 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 September 30, 2023, no revenue under the Beijing SL Agreement had been recognized.

6. Stockholders’ Equity

Warrants

The following warrants were outstanding as of September 30, 2023 and December 31, 2022:



Warrant Issuance	September 30, 2023	December 31, 2022	Exercise Price		Expiration Date
July 2018	48	48	$	5,602.50	July 2028
April 2020	1,252	1,252	$	375.00	April 2025
January 2021	83,338	83,338	$	180.90	July 2026
October 2021	143,597	143,597	$	112.50	April 2025
November 2022 Series A	423,504	6,768,837	$	0.00	December 2023
November 2022 Series B	1,806,837	8,267,170	$	0.00	December 2027
Total	2,458,576	15,264,242

The November 2022 Series A Warrants and November 2022 Series B Warrants have a cashless exercise provision whereby one warrant can be exchanged for one share of common stock for no additional consideration, which renders the $3.00 per share stated exercise price to be $0.00. During the nine months ended September 30, 2023, 6,345,333 Series A Warrants and 6,460,333 Series B Warrants were exchanged for shares of the Company’s common stock.

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Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

7. Stock-based Compensation

Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying condensed consolidated statements of operations and comprehensive loss:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
		2023		2022		2023		2022
General and administrative	$	172	$	218	$	111	$	636
Research and development		-		-		11		-
Total stock-based compensation	$	172	$	218	$	122	$	636

In December 2019, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”), and in November 2021 and December 2022, the Company adopted the 2021 Inducement Plan and 2022 Equity Incentive Plan (the “2022 Plan”), respectively. These plans 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.

As of September 30, 2023, 3,789,032 shares in the aggregate were available for future issuance under the 2021 Inducement Plan and the 2022 Plan. Unrecognized stock-based compensation cost for the stock options issued under all stock incentive plans was $0.6 million as of September 30, 2023. The unrecognized stock-based expense is expected to be recognized over a weighted average period of 1.9 years.

Stock Options

The following table summarizes the Company’s activity related to its stock options for the nine months ended September 30, 2023:


				Weighted‑
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual	Value
	Options	Price		Term (years)	(in thousands)
Outstanding at December 31, 2022	36,493	$	99.62	8.5	$	—
Granted	25,000	$	0.67	—	$	—
Exercised	-	$	—	—	$	—
Forfeited/Cancelled	(21,221)	$	59.72	—	$	—
Outstanding at September 30, 2023	40,272	$	59.21	8.7	$	—
Vested and expected to vest at September 30, 2023	40,272	$	59.21	8.7	$	—
Options exercisable at September 30, 2023	39,012	$	58.34	8.7	$	—

There were no stock options granted for the three months ended September 30, 2023 or 2022. During the nine months ended September 30, 2023, 25,000 stock options were granted to a non-employee consultant that vested in March 2023 upon the Company’s filing of an IND with the FDA for DA-1241. During the nine months ended September 30, 2022, there were 5,995 stock options granted to non-employee directors that vested over a period of one to three years. The weighted average fair value per share of options granted during the nine months ended September 30, 2023 and 2022 was $0.45 and $12.43, respectively.

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Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

The Company measures the fair value of stock options 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 assumptions used in the Black-Scholes option-pricing model are as follows:


	Nine Months Ended
	September 30,
	2023			2022

Expected stock price volatility		82.9	%		80.7-85.2	%
Expected life of options (years)		5.0			5.5-5.8
Expected dividend yield		—	%		—	%
Risk free interest rate		3.54	%		1.72-3.08	%

During the three months ended September 30, 2023 and 2022, 278 and 775 stock options vested respectively. During the nine months ended September 30, 2023 and 2022, 29,997 and 2,351 stock options vested, respectively. During the three month periods ended September 30, 2023 and 2022, no stock options were forfeited. During the nine months ended September 30, 2023 and 2022, 21,221 and 2,000 stock options were forfeited, respectively.

Restricted Stock Units

During the nine months ended September 30, 2023, the Company awarded restricted stock units (“RSUs”) to employees and directors. The vested restricted stock units vest through the passage of time, assuming continued service. The fair value of the RSUs, at the time of grant, is expensed on a straight-line basis over the vesting period of the RSUs as the services are provided. The following table summarizes the Company’s activity related to its restricted stock units for the nine months ended September 30, 2023:


		Weighted
		Average
	Number of	Grant Date Fair Value
	RSUs	Price
Outstanding at December 31, 2022	-
Granted	1,354,939	$	0.56
Vested and released	(187,500)	$	0.50
Forfeited/Cancelled	(56,250)	$	0.50
Outstanding at September 30, 2023	1,111,189	$	0.57

8. Net Loss Per Common Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

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 and RSUs outstanding under the Company's stock incentive 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 basic net loss per share calculation includes the 2022 Series A Warrants and 2022 Series B Warrants given that these instruments are exchangeable into common stock for which no additional consideration is required from the holder. The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive.


	Three Months Ended		Nine Months Ended
	September 30		September 30
	2023	2022	2023	2022
Stock options	40,272	36,493	40,272	36,493
RSUs	1,111,189	—	1,111,189	—
Warrants (excluding 2022 Series A Warrants and 2022 Series B Warrants)	228,235	228,235	228,235	228,235

9. Fair Value Measurements

The Company follows accounting guidance that emphasizes that fair value is a market-based measurement, not an entity specific measurement. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements are defined on a three level hierarchy:

Level 1 inputs: Unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2 inputs: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, whether directly or indirectly, for substantially the full term of the asset or liability;

Level 3 inputs: Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The fair value of financial instruments measured on a recurring basis as of September 30, 2023 and December 31, 2022 are as follows:


	As of September 30, 2023
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	1,062	$	—	$	1,062	$	—
Total liabilities at Fair Value	$	1,062	$	—	$	1,062	$	—


	As of December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	10,796	$	—	$	—	$	10,796
Total liabilities at Fair Value	$	10,796	$	—	$	—	$	10,796

The fair value of the 2022 Series A Warrants and 2022 Series B Warrants (collectively, the “2022 Warrants”) was determined using a Monte Carlo simulation at December 31, 2022. This valuation technique involved a significant

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

amount of estimation and judgment. In general, the assumptions used in calculating the fair value of the common stock warrant liability represent management’s best estimate, but the estimate involves inherent uncertainties and the application of significant management judgment. At December 31, 2022, these warrant liabilities fell within Level 3 of the fair value hierarchy.

However, due to the cashless exercise provision of the 2022 Warrants rendering the exercise price effectively at zero, the calculated price per share of the 2022 Warrants approximated that of a share of common stock. Based on this result, the Company changed its valuation methodology during the nine months ended September 30, 2023 and determined that the fair value of the warrants are equal to the underlying stock price at September 30, 2023. Therefore, as of September 30, 2023, these warrant liabilities fell within Level 2 of the fair value hierarchy.

The following table provides a roll-forward of the warrant liabilities measured at fair value for the nine months ended September 30, 2023:


		Nine Months Ended
		September 30,
		2023
Balance at beginning of period	$	10,796
Change in fair value of warrant liabilities		(2,901)
Reclass of warrant liabilities upon exercise of warrants		(6,833)
Balance at end of period	$	1,062

10. Income Taxes

The effective tax rate for the three and nine months ended September 30, 2023 and 2022 was zero percent. As a result of the analysis of all available evidence as of September 30, 2023 and December 31, 2022, the Company recorded a full valuation allowance on its net deferred tax assets. Consequently, the Company reported no income tax benefit for the three and nine months ended September 30, 2023 and 2022. 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.

11. Related Party Transactions

Manufacturing Agreement with Dong-A ST

On September 28, 2018, the Company entered into a five year manufacturing and supply agreement with Dong-A 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 and nine months ended September 30, 2023 and 2022. 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 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 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 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

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NeuroBo Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements -continued

(Dollar amounts in thousands, except per share amounts) (unaudited)

NeuroBo Pharmaceuticals, Inc. [NRBO] Filings
10-Q	[2023-11-13]
10-Q	[2023-08-09]
10-Q	[2023-05-12]
10-K	[2023-03-30]
10-Q	[2022-11-14]
S-1	[2022-09-16]
10-Q	[2022-08-12]
10-Q	[2022-05-13]
10-K	[2022-03-31]
10-Q	[2021-11-15]
10-Q	[2021-08-16]
10-Q	[2021-05-17]
10-K	[2021-04-15]
10-Q	[2020-11-13]
10-Q	[2020-08-11]
10-Q	[2020-05-20]
10-K	[2020-03-30]
10-Q	[2019-11-08]
10-Q	[2019-08-09]
10-Q	[2019-05-09]
10-K	[2019-03-18]
10-Q	[2018-11-08]
10-Q	[2018-08-14]
10-Q	[2018-05-08]
10-K	[2018-03-20]
10-Q	[2017-11-13]
10-Q	[2017-08-14]
10-Q	[2017-05-10]
S-1	[2017-04-13]
10-K	[2017-03-21]
10-Q	[2016-11-02]
10-Q	[2016-09-14]
S-1	[2016-04-18]