Large owner Dong-A St Co., Ltd sold $1,526 worth of shares (407 units at $3.75), decreasing direct ownership by 0.01% to 5,347,792 units (SEC Form 4)
$NRBO
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NeuroBo Pharmaceuticals, Inc. [ NRBO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/18/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/12/2024 | 09/12/2024 | S | 407 | D | $3.75 | 5,347,792(1) | D | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants to Purchase Common Stock | $3.93 | 09/18/2024 | P | 2,544,530 | 09/18/2024 | 09/18/2025(3) | Common Stock | 2,544,530 | (2) | 2,544,530 | D | ||||
| Warrants to Purchase Common Stock | $3.93 | 09/18/2024 | P | 3,816,795 | 09/18/2024 | 09/18/2029(4) | Common Stock | 3,816,795 | (2) | 3,816,795 | D | ||||
| Explanation of Responses: |
| 1. Reporting Person's sale of 407 shares of Common Stock at a price per share of $3.75 occurred on September 12, 2024. |
| 2. On June 13, 2024, the Issuer issued (i) Series A Warrants to purchase up to an aggregate of 2,544,530 shares of the Issuer's common stock (the "Series A Warrant Shares") and (ii) 3,816,795 Series B Warrants to purchase up to an aggregate of 3,816,795 shares of the Issuer's common stock (the "Series B Warrants", and collectively with the Series A Warrants, the "Warrants"), to the reporting person pursuant to a securities purchase agreement dated the same date (the "Purchase Agreement"), in connection with a private placement of securities by the Issuer to certain investors. The issuance of the Warrants under the Purchase Agreement was subject to stockholder approval under applicable NASDAQ rules, which was obtained at a special meeting of the Issuer's stockholders held on September 18, 2024. |
| 3. These warrants expire on the earlier of (i) the twelve months anniversary of September 18, 2024, and (ii) the 60th day following the date on which the Issuer publicly announce the receiving of positive Phase 1 MAD data readout for DA-1726. |
| 4. These warrants expire on the earlier of (i) the five years anniversary of September 18, 2024 and (ii) the six months anniversary following the date on which the Issuer publicly announce the receiving of positive Phase 1, Part 3 data readout for DA-1726. |
| Dong-A St Co., Ltd.; By: /s/ Jae Hun Jung, Chief Executive Officer | 09/20/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||