View:
United States securities and exchange commission logo
February 17, 2021
Richard Kang
President and Chief Executive Officer,
NeuroBo Pharmaceuticals, Inc.
200 Berkeley Street, Office 19th Floor
Boston, MA 02116
Re: NeuroBo
Pharmaceuticals, Inc.
Preliminary Proxy
Statement on Schedule 14A
Filed February 2,
2021
File No. 001-37809
Dear Dr. Kang:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 1, page 8
1. With reference to Note
A of Schedule 14A, we note that Proposal 1 is a solicitation of
your shareholders for
the purpose of issuing shares pursuant to an Agreement and Plan of
Merger with ANA
Therapeutics, Inc. We further note your disclosure on page 5
concerning your belief
that an understanding of the ANA Acquisition is necessary in order
to make an informed
voting decision with respect to the potential issuance of the securities
in connection with
Milestone Payments. Accordingly, please revise to provide all
information that is
required by Items 11, 13 and 14 of Schedule 14A, including financial
statements for ANA
Therapeutics and pro forma financial information for the combined
company, as applicable.
Refer, as applicable, to Item 14(e) of Schedule 14A concerning
use of Incorporation by
Reference.
Richard Kang
FirstName LastNameRichard
NeuroBo Pharmaceuticals, Inc.Kang
Comapany17,
February NameNeuroBo
2021 Pharmaceuticals, Inc.
February
Page 2 17, 2021 Page 2
FirstName LastName
2. Please revise and, if applicable, update your disclosure concerning
the merger
consideration. In this regard, please disclose the relative valuations
attributed to the two
companies and clarify the equity stake that former ANA holders would
hold in the
combined company if all merger consideration were paid out to them.
Also disclose the
fair market value of the Milestone Payments and Royalty Payments and
all other material
information concerning the Contingent Consideration. With respect to
the Royalty
Payments, disclose the milestone payments or tell us why you believe
that the actual
percentages are not material to the voting decision.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Dillon Hagius at (202) 551-7976 or Joe McCann at (202)
551-6262 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Jeffrey H. Kuras