NeuroBo Pharmaceuticals Announces 1-for-8 Reverse Stock Split
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The announcement of NeuroBo Pharmaceuticals' 1-for-8 reverse stock split is a strategic move aimed at ensuring compliance with Nasdaq's continued listing requirements. The reverse split will effectively reduce the number of outstanding shares from approximately 38.8 million to about 4.85 million. This maneuver is typically undertaken by companies seeking to elevate their share price, often to meet the minimum bid price criteria set by stock exchanges.
A reverse stock split does not inherently change the company's market capitalization but can influence investor perception. While it may improve the stock's marketability by aligning its price with institutional investor standards, it can also be viewed as a signal of underlying financial issues. It's crucial for stakeholders to monitor the stock's performance post-split, as the market's reaction can vary. In some cases, a reverse split may boost investor confidence by demonstrating proactive management, while in other cases, it may lead to a sell-off if interpreted as a red flag.
Investors should also consider the impact on liquidity. With fewer shares in circulation, the stock may experience reduced trading volume and increased volatility. Additionally, the adjustment of conversion and exercise prices for options and warrants will affect the valuation of these derivatives. Shareholders owning fractional shares will receive cash compensation, which is a minor but notable aspect of the transaction.
From a legal standpoint, the reverse stock split conducted by NeuroBo Pharmaceuticals is a decision that follows shareholder approval and falls within the discretionary power granted to the Board of Directors. The company has adhered to the necessary regulatory framework by announcing the reverse split in advance, allowing shareholders to prepare for the change in their holdings.
It's important to note that while the reverse split does not affect the company's equity value, it does alter the number of shares each investor holds. This action may have tax implications for investors receiving cash in lieu of fractional shares. The company's compliance with Nasdaq's listing requirements can prevent potential delisting, which would have significant negative consequences for share liquidity and access to capital markets.
Investors and analysts should review the company's disclosures in the context of securities regulations to ensure that all material information has been provided. The legal transparency and adherence to regulatory standards in executing such corporate actions are critical for maintaining investor trust and market integrity.
Within the biotechnology sector, reverse stock splits are not uncommon, especially among clinical-stage companies facing the pressures of capital-intensive research and development. For NeuroBo Pharmaceuticals, a company specializing in cardiometabolic diseases, maintaining Nasdaq listing is crucial for access to capital and credibility within the industry.
The impact of the reverse split on the company's ability to raise funds and attract partnerships should be evaluated. While the immediate effect is to increase the stock price, the long-term success will depend on the company's progress in product development and clinical trials. Industry trends suggest that investor confidence in biotech firms is closely tied to their R&D pipeline and regulatory milestones.
Analysts should compare NeuroBo's strategic decisions, including this reverse stock split, with its peers' actions and performance. A successful navigation of the capital markets can provide the company with the resources needed to advance its research, which is the ultimate driver of value in the biotech industry.
Commencement of Trading on Split-Adjusted Basis on December 21, 2023
At the Company's annual meeting of stockholders on June 28, 2023, the stockholders approved a proposal to amend the Company's Certificate of Incorporation to effect a reverse split of the Company's outstanding common stock at a ratio in the range of 1-for-5 to 1-for-8 to be determined at the discretion of the Board of Directors, whereby each outstanding 5 to 8 shares would be combined, converted and changed into 1 share of Common Stock, to enable the Company to comply with the Nasdaq Stock Market's continued listing requirements.
Upon effectiveness, the reverse stock split will cause a reduction in the number of shares of common stock outstanding and issuable upon the conversion of the Company's outstanding stock options and warrants in proportion to the ratio of the reverse split, and will cause a proportionate increase in the conversion and exercise prices of such stock options and warrants. Any fraction of a share of Common Stock that would be created as a result of the Reverse Stock Split will be rounded down to the next whole share and the stockholder will receive cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company's Common Stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective (on a split-adjusted basis).
The Company's common stock will continue to trade on The Nasdaq Capital Market under the symbol "NRBO". The new CUSIP number for the common stock following the reverse split is 64132R 404.
The number of authorized shares of the Company's common stock will remain at 100 million, while the number of outstanding shares will be reduced from approximately 38.8 million to approximately 4.85 million.
Additional information about the reverse stock split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 26, 2023, a copy of which is also available on the Company's website under the Investor Relations page.
About NeuroBo Pharmaceuticals
NeuroBo Pharmaceuticals, Inc. is a clinical-stage biotechnology company focused on transforming cardiometabolic diseases. The company is currently developing DA-1241 for the treatment of Non-Alcoholic Steatohepatitis (NASH) and Type 2 Diabetes Mellitus (T2DM), and is developing DA-1726 for the treatment of obesity. DA-1241 is a novel G-protein-coupled receptor 119 (GPR119) agonist that promotes the release of key gut peptides GLP-1, GIP, and PYY. In preclinical studies, DA-1241 demonstrated a positive effect on liver inflammation, lipid metabolism, weight loss, and glucose metabolism, reducing hepatic steatosis, hepatic inflammation, and liver fibrosis, while also improving glucose control. DA-1726 is a novel oxyntomodulin (OXM) analogue that functions as a glucagon-like peptide-1 receptor (GLP1R) and glucagon receptor (GCGR) dual agonist. OXM is a naturally-occurring gut hormone that activates GLP1R and GCGR, thereby decreasing food intake while increasing energy expenditure, thus potentially resulting in superior body weight loss compared to selective GLP1R agonists. For more information, please visit www.neurobopharma.com.
Forward Looking Statements
Certain statements in this release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believes", "expects", "anticipates", "may", "will", "should", "seeks", "approximately", "intends", "projects," "plans", "estimates" or the negative of these words or other comparable terminology (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release, including, without limitation, those risks associated with NeuroBo's ability to execute on its commercial strategy; the timeline for regulatory submissions; ability to obtain regulatory approval through the development steps of NeuroBo's current and future product candidates, the ability to realize the benefits of the license agreement with Dong-A ST Co. Ltd., including the impact on future financial and operating results of NeuroBo; the cooperation of our contract manufacturers, clinical study partners and others involved in the development of NeuroBo's current and future product candidates; potential negative interactions between our product candidates and any other products with which they are combined for treatment; NeuroBo's ability to initiate and complete clinical trials on a timely basis; our ability to recruit subjects for its clinical trials; whether NeuroBo receives results from NeuroBo's clinical trials that are consistent with the results of pre-clinical and previous clinical trials; impact of costs related to the license agreement, known and unknown, including costs of any litigation or regulatory actions relating to the license agreement; effects of changes in applicable laws or regulations; effects of changes to NeuroBo's stock price on the terms of the license agreement and any future fundraising; and other risks and uncertainties described in our filings with the SEC. Forward-looking statements speak only as of the date when made. NeuroBo does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact:
NeuroBo Pharmaceuticals
Marshall H. Woodworth
Interim Chief Financial Officer
+1-919-749-8748
marshall.woodworth@neurobopharma.com
Rx Communications Group
Michael Miller
+1-917-633-6086
mmiller@rxir.com
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SOURCE NeuroBo Pharmaceuticals, Inc.
