☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
NeuroBo Pharmaceuticals, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| | | | | | How Votes Impact Approval of Proposal | ||||||||||||
Proposal | | | Required Approval | | | For | | | Against | | | Abstention | | | Broker Non- Votes | |||
1 | | | Election of Directors | | | Plurality of votes | | | For the | | | No | ||||||
impact(2) | | | — | | | No effect. | ||||||||||||
| | | | | | |||||||||||||
| | | | | ||||||||||||||
2 | | | Ratification of the Appointment of BDO USA, | | | Majority of the voting power present in person or represented by proxy and entitled to vote | | | For the proposal | | | Against the proposal | | | Against the proposal | | | Not applicable (brokers have discretionary authority) |
| | | | | | | | | | | ||||||||
| | | | | | How Votes Impact Approval of Proposal | ||||||||||||
Proposal | | | Required Approval | | | For | | | Against | | | Abstention | | | Broker Non- Votes | |||
3 | | | | | ||||||||||||||
Majority of the voting power present in person or represented by proxy and entitled to vote | | | For the proposal | | | Against the proposal | | | Against the proposal | | | No effect |
A broker non-vote occurs when a broker or other nominee submits a proxy card with respect to shares of Common Stock held in a fiduciary capacity (typically referred to as being held in “street name”), but declines to vote on a particular matter because the broker or nominee has not received voting instructions from the beneficial owner or the persons entitled to vote those shares and for which the broker or nominee does not have discretionary voting power under rules applicable to broker-dealers. |
(2) | Withhold votes, if any, will have no effect on the outcome of the election of directors. If a nominee gets at least one vote For then the Withhold votes will have no effect. |
Total Number of Directors | | | 7 | |||||||||
| | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | ||||
Directors | | | 1 | | | 5 | | | — | | | — |
Part II: Demographic Background | | | | | | | | | ||||
African American or Black | | | — | | | 1 | | | — | | | — |
Alaskan Native or American Indian | | | — | | | — | | | — | | | — |
Asian | | | 1 | | | 1 | | | — | | | — |
Hispanic or Latinx | | | — | | | — | | | — | | | — |
Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — |
White | | | — | | | 4 | | | — | | | — |
Two or More Races or Ethnicities | | | — | | | — | | | — | | | — |
LGBTQ+ | | | — | | | — | | | — | | | — |
Did Not Disclose Demographic Background | | | — | | | — | | | — | | | — |
Total Number of Directors | | | 7 | |||||||||
| | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | ||||
Directors | | | — | | | 7 | | | — | | | — |
Part II: Demographic Background | | | | | | | | | ||||
African American or Black | | | — | | | 1 | | | — | | | — |
Asian | | | — | | | 1 | | | — | | | |
White | | | — | | | 5 | | | — | | | — |
| | | | | | ||||
| | 53 | | | Director | | | Class II | |
| | | | Chief Executive Officer, President, Director | | | Class | ||
| | | | | | Class II |
(1) | Member of the |
(2) | Chair of the Board, member of the audit committee and chair of the nominating and corporate governance committee. |
Name | | | Age | | | Title | | | Class |
Mark A. Glickman | | | 58 | | | Director | | | Class III |
Michael Salsbury(1) | | | 74 | | | Director | | | Class III |
D. Gordon Strickland(2) | | | 77 | | | Director | | | Class I |
James P. Tursi | | | 59 | | | Director | | | Class I |
(1) | Chair of the compensation committee. |
(2) | Chair of the audit committee. |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(5) | | | Total ($) |
Ms. Na Yeon (Irene) Kim | | | 45,784 | | | 6,663 | | | 52,447 |
Jason Groves | | | 134,131 | | | 6,663 | | | 140,794 |
Michael Salsbury | | | 136,989 | | | 6,663 | | | 143,652 |
Andrew Koven | | | 200,267 | | | 6,663 | | | 206,930 |
D. Gordon Strickland(1)(4) | | | 123,539 | | | 34,574 | | | 158,113 |
Richard Kang(2) | | | 38,556 | | | 6,663 | | | 45,219 |
Hyung Heon Kim | | | 54,217 | | | 6,663 | | | 60,880 |
Douglas Swirsky(3) | | | 3,611 | | | — | | | 3,611 |
Mark A. Glickman(7) | | | — | | | — | | | — |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total ($) |
Mark A. Glickman(2) | | | 31,481 | | | 18,988 | | | 50,469 |
Jason L. Groves(3) | | | 49,988 | | | 50,363 | | | 100,351 |
Richard Kang(4) | | | 10,000 | | | — | | | 10,000 |
Hyung Heon Kim(5) | | | 33,000 | | | — | | | 33,000 |
Na Yeon (Irene) Kim(6) | | | 34,757 | | | 50,363 | | | 85,120 |
Andrew Koven(7) | | | 90,473 | | | 50,363 | | | 140,836 |
Michael Salsbury(8) | | | 52,000 | | | 50,363 | | | 102,363 |
D. Gordon Strickland(9) | | | 60,351 | | | 50,363 | | | 110,714 |
James P. Tursi(10) | | | 7,459 | | | 14,467 | | | 21,926 |
(1) |
Amounts reported |
Mr. Glickman was appointed to the Board |
(3) | As of December 31, 2023, Mr. Groves had 333 outstanding exercisable options and 7,032 outstanding unvested RSUs. |
(4) | Dr. Kang resigned from the Board in March 2023. |
(5) | Mr. Kim earned $33,000 in fees as a director prior to Mr. Kim’s appointment as president and as an executive officer in August 2023. |
(6) | Ms. Kim resigned from the Board in September 2023. |
(7) | As of December 31, 2023, Mr. Koven had 333 outstanding options, of which 271 options were exercisable, and 12,501 outstanding RSUs, of which 5,469 RSUs were vested with Common Stock issuance deferred under the terms of the RSU award, and the remaining 7,032 RSUs were unvested. |
(8) | As of December 31, 2023, Mr. Salsbury had 333 outstanding exercisable options and 7,032 outstanding unvested RSUs. |
(9) | As of December 31, 2023, Mr. Strickland had 250 outstanding options, of which 189 options were exercisable, and 7,032 outstanding unvested RSUs. |
(10) | Dr. Tursi was appointed to the Board in November 2023. As of December 31, 2023, Dr. Tursi had 2,458 outstanding unvested RSUs. |
| | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
Committee Chair | | | $18,000 | | | $12,000 | | | $8,000 |
Committee Member (other than the Chair) | | | 9,000 | | | 6,000 | | | 4,000 |
| | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
Committee Chair | | | $18,000 | | | $12,000 | | | $10,000 |
Committee Member (other than the Chair) | | | 9,000 | | | 6,000 | | | 5,000 |
| | SHARES BENEFICIALLY OWNED | | | ||
NAME OF BENEFICIAL OWNER | | | NUMBER | | | PERCENT |
Greater than 5% stockholders | | | | | ||
Dong-A ST Co., Ltd.(1) | | | 22,429,353 | | | 60.3% |
Directors and Named Executive Officers | | | | | ||
Andrew Koven, Chair of the Board of Directors(3) | | | 1,832 | | | * |
Na Yeon (Irene) Kim, Director(2) | | | 204,679 | | | * |
Jason Groves, Director(3) | | | 2,666 | | | * |
Michael Salsbury, Director(3) | | | 2,666 | | | * |
Hyung Heon Kim, Director | | | 666 | | | — |
D. Gordon Strickland, Director(3) | | | 1,295 | | | * |
Joseph Hooker, Interim Chief Executive Officer and President | | | — | | | — |
Gil Price, Former President and Chief Executive Officer | | | — | | | — |
Mark A. Glickman(4) | | | — | | | — |
All current executive officers and directors as a group (8 persons) | | | 213,804 | | | * |
| | Shares Beneficially Owned | | | ||
Name Of Beneficial Owner | | | Number(1) | | | Percent(2) |
Greater than 5% stockholders | | | | | ||
Dong-A ST Co., Ltd.(3) | | | 2,803,699 | | | 57.15% |
Directors and Named Executive Officers | | | | | ||
Mark A. Glickman, Director | | | 1,562 | | | * |
Jason L. Groves, Director(4) | | | 5,801 | | | * |
Andrew Koven, Chair of the Board of Directors(5) | | | 5,797 | | | * |
Hyung Heon Kim, Chief Executive Officer, President, Director(6) | | | 83 | | | * |
Michael Salsbury, Director(4) | | | 5,801 | | | * |
D. Gordon Strickland, Director(7) | | | 5,685 | | | * |
James P. Tursi, Director | | | 1,563 | | | * |
Marshall Woodworth, Chief Financial Officer | | | — | | | * |
Joseph Hooker, Former Interim Chief Executive Officer and President(8) | | | — | | | * |
Gil Price, Former President and Chief Executive Officer(9) | | | — | | | * |
All current executive officers and directors as a group (8 persons) | | | 26,292 | | | * |
* | Represents beneficial ownership of less than one percent. |
(1) |
(2) | Applicable percentage of ownership is based on 4,906,002 shares of Common Stock outstanding as of the Record Date, as adjusted for each stockholder. |
(3) | Represents shares of Common Stock owned by Dong-A, a South Korean corporation, with an address of Dong-A is 64, Cheonho-daero, Dongdaemun-gu, Seoul, Republic of Korea. |
(4) | Includes 333shares of Common Stock issuable upon exercise of outstanding options within 60 days of April 24, 2024. |
(5) | Includes 328 shares of Common Stock issuable upon exercise of outstanding options within 60 days of April 24, 2024 and 5,469 of vested RSUs whose Common Stock issuance was deferred under the terms of the RSU award. |
(6) | Includes 83shares of Common Stock issuable upon exercise of outstanding options within 60 days of April 24, 2024. |
(7) | Includes 217shares of Common Stock issuable upon exercise of outstanding options within 60 days of April 24, 2024. |
(8) | Mr. |
(9) | Dr. Price resigned as our President and Chief Executive Officer in January 2023. |
Name | | | Age | | | Position(s) |
| | 47 | | | Chief Executive Officer and President | |
| | |||||
| |
NAME AND PRINCIPAL POSITION | | | YEAR | | | SALARY ($)(2) | | | BONUS ($) | | | OPTION AWARDS ($)(1) | | | TOTAL ($) |
Gil Price(2) Former President and Chief Executive Officer | | | 2022 | | | 400,000 | | | 100,000 | | | | | 500,000 | |
| 2021 | | | 66,154 | | | — | | | 854,122 | | | 920,276 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards(1) ($) | | | Option Awards(1) | | | All Other Compensation ($) | | | Total ($) |
Hyung Heon Kim, President and Chief Executive Officer(2) | | | 2023 | | | 174,009 | | | 55,000 | | | 386,915 | | | — | | | 48,131(3) | | | 664,055 |
| 2022 | | | — | | | — | | | — | | | 6,663 | | | 54,217(3) | | | 60,880 | ||
Marshall Woodworth, Chief Financial Officer(4) | | | 2023 | | | — | | | — | | | — | | | — | | | 154,500(5) | | | 154,500 |
| 2022 | | | — | | | — | | | — | | | — | | | — | | | — | ||
Gil Price, Former President and Chief Executive Officer(6) | | | 2023 | | | 16,667 | | | — | | | — | | | — | | | 100,140(7) | | | 116,807 |
| 2022 | | | 400,000 | | | 100,000 | | | — | | | — | | | 1,579(7) | | | 501,579 | ||
Joseph Hooker, Former Interim President and Chief Executive Officer(8) | | | 2023 | | | — | | | — | | | — | | | — | | | 432,000(9) | | | 432,000 |
| 2022 | | | — | | | — | | | — | | | — | | | — | | | — |
(1) |
(2) | Mr. Kim was appointed as our President and Chief Executive Officer in August 2023. |
(3) | Other compensation paid to Mr. Kim was related to (i) $33,000 fees earned in 2023 as a director prior to Mr. Kim’s appointment as an executive officer in August 2023, (ii) $15,131 for health and welfare benefits paid by NeuroBo in 2023, and (iii) $54,217 fees earned in 2022 as a director. |
(4) | Mr. Woodworth was appointed as our Acting Chief Financial Officer in October 2023 and was appointed as Chief Financial Officer in March 2024. |
(5) | While serving as our Acting Chief Financial Officer, Mr. Woodworth was employed by WhiteCap Search Holdings, LLC (“WhiteCap”) and was contracted to us from October 2023 until March 2024. We paid $154,500 in consulting fees to WhiteCap for Mr. Woodworth’s services for 2023. |
(6) | Dr. Price was appointed as our President and Chief Executive Officer |
(7) | Other compensation paid to Dr. Price was related to (i) a severance payment of $100,000 in 2023 and (ii) health and welfare benefits paid by NeuroBo in 2023 and 2022. |
(8) | Mr. Hooker was appointed as our interim President and Chief Executive Officer in January 2023. Mr. Hooker stepped down as the Interim President and Chief Executive Officer in August 2023. |
(9) | While serving as our Interim President and Chief Executive Officer, Mr. Hooker was employed by Korn Ferry US (“Korn Ferry”) and was contracted to us from January 2023 until August 2023. We paid $432,000 in consulting fees to Korn Ferry for Mr. Hooker’s services for 2023. |
NAME | | | GRANT DATE | | | VESTING COMMENCEMENT DATE | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | | | OPTION EXERCISE PRICE ($) | | | OPTION EXPIRATION DATE |
Dr. Gil Price | | | November 3, 2021(1) | | | November 3, 2021 | | | 8,888 | | | 11,667(2) | | | 61.20 | | | November 3, 2031 |
| | Option Awards | | | Stock Awards | |||||||||||||
Name | | | Grant Date | | | Number Of Securities Underlying Unexercised Options Exercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number Of Shares Of Stock That Have Not Vested (#) | | | Market Value Of Shares Of Stock That Have Not Vested ($) |
Hyung Heon Kim | | | June 9, 2022 | | | 83 | | | 14.18 | | | June 9, 2032 | | | — | | | — |
Hyung Heon Kim | | | August 10, 2023 | | | — | | | — | | | — | | | 78,133(1) | | | 288,858 |
(1) |
| | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | ||||||||
Fiscal Year | | | Summary Compensation Table for PEO 1 (1) | | | Compensation Actually Paid to PEO 1(2)(3) | | | Summary Compensation Table for PEO 2(1) | | | Compensation Actually Paid to PEO 2(2)(4) | | | Average Summary Compensation Table Totals for non-PEO NEOs(1) | | | Average Compensation Actually Paid to non-PEO NEOs(2)(3) | | | Total Shareholder Return | | | Net Income (thousands) |
2022 | | | N/A | | | N/A | | | $500,000 | | | $71,241 | | | — | | | — | | | $0.46 | | | $(13,967) |
2021 | | | $551,449 | | | $551,449 | | | $920,276 | | | $516,433 | | | $375,000 | | | $375,000 | | | $23.24 | | | $(15,284) |
Year | | | Summary Compen- sation Table Total for PEO 1(1) | | | Compen- sation Actually Paid to PEO 1(2)(3) | | | Summary Compen- sation Table Total for PEO 2(1) | | | Compen- sation Actually Paid to PEO 2(2)(4) | | | Summary Compen- sation Table Total for PEO 3(1) | | | Compen- sation Actually Paid to PEO 3(2)(3) | | | Summary Compen- sation Table Total for PEO 4(1) | | | Compen- sation Actually Paid to PEO 4(2)(5) | | | Average Summary Compen- sation Table Totals for non-PEO NEOs(1) | | | Average Compen- sation Actually Paid to non-PEO NEOs(2)(3) | | | Average Summary Compen- sation Table Totals for non-PEO NEOs(1) | | | Average Compen- sation Actually Paid to non-PEO NEOs(2)(3) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (thousands) |
| Total Shareholder Return | | ||||||||||||||||||||||||||||||||||||||||
2023 | | | — | | | — | | | $116,807 | | | $116,341 | | | $432,000 | | | $432,000 | | | $664,055 | | | $565,998 | | | — | | | — | | | $154,500 | | | $154,500 | | | $0.23 | | | $(12,470) |
2022 | | | — | | | — | | | $501,579 | | | $72,820 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | $0.46 | | | $(13,967) |
2021 | | | $551,449 | | | $551,449 | | | $920,276 | | | $516,433 | | | — | | | — | | | — | | | — | | | $375,000 | | | $375,000 | | | — | | | — | | | $23.24 | | | $(15,284) |
(1) |
(2) | The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the applicable PEO or non-PEO NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted with respect to Dr. Price as described in footnote 4 below and with respect to Mr. Kim as set forth in footnote 5 below. |
(3) | Compensation Actually Paid was equal to the total compensation set forth in the Summary Compensation Table as none of the exclusions and inclusions to determine Compensation Actually Paid were applicable. |
(4) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Dr. Price (PEO 2) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |
PEO | | | | | ||
Prior FYE Current FYE Fiscal Year | | | 12/31/2020 12/31/21 2021 | | | 12/31/2021 12/31/22 2022 |
SCT Total | | | $920,276 | | | $500,000 |
Minus Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | | | $ (854,122) | | | — |
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | $450,279 | | | — |
Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years | | | — | | | $(255,112) |
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | — | | | $10,527 |
Plus Changes in Fair Values as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | — | | | (184,174) |
Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $— | | | — |
Compensation Actually Paid | | | $516,433 | | | $71,241 |
PEO 2 | | | | | | | |||
Prior FYE Current FYE Fiscal Year | | | 12/31/2020 12/31/2021 2021 | | | 12/31/2021 12/31/2022 2022 | | | 12/31/2022 12/31/2023 2023 |
SCT Total | | | $920,276 | | | $501,579 | | | 116,807 |
Minus Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | | | $(854,122) | | | — | | | — |
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | $450,279 | | | — | | | — |
Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years | | | — | | | $(255,112) | | | — |
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | — | | | $10,527 | | | — |
Plus Changes in Fair Values as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | — | | | $(184,174) | | | — |
Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | — | | | — | | | $(466) |
Compensation Actually Paid | | | $516,433 | | | $72,820 | | | $116,341 |
(5) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for Hyung Heon Kim (PEO 4) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |
PEO 4 | | | | | | | |||
Prior FYE Current FYE Fiscal Year | | | 12/31/2020 12/31/2021 2021 | | | 12/31/2021 12/31/2022 2022 | | | 12/31/2022 12/31/2023 2023 |
SCT Total | | | — | | | — | | | $664,055 |
Minus Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year | | | — | | | — | | | $(386,915) |
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | — | | | — | | | $288,858 |
Compensation Actually Paid | | | — | | | — | | | $565,998 |
FEE CATEGORY | | FISCAL YEAR 2022 | | FISCAL YEAR 2021 | ||||||||
Fee Category | | Fiscal Year 2023 | | Fiscal Year 2022 | ||||||||
Audit fees | | $677,037 | | $343,034 | | $450,704 | | $677,037 | ||||
Audit-related fees | | $— | | $— | | — | | — | ||||
Tax fees | | $— | | $— | | $42,400 | | — | ||||
All other fees | | $— | | $— | | — | | — | ||||
Total fees | | $677,037 | | $343,034 | | $493,104 | | $677,037 |
• | automatically increase on January 1st of each year for a period of eight years commencing on January 1, 2025 and ending on (and including) January 1, 2032, the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in the 2022 Equity Incentive Plan) to an amount equal to 10% of the Fully Diluted Shares (as defined in the 2022 Equity Incentive Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock; and |
| | Pre-Reverse Split | | | 1-for-5 | | | 1-for-8 | |
Number of authorized shares of Common Stock | | | 100,000,000 | | | 100,000,000 | | | 100,000,000 |
Number of outstanding shares of Common Stock | | | 27,241,685 | | | 5,448,337 | | | 3,405,210 |
Number of shares of Common Stock issuable upon exercise of outstanding stock options | | | 40,272 | | | 8,054 | | | 5,034 |
Number of shares of Common Stock issuable upon exercise of outstanding warrants | | | 13,458,576 | | | 2,691,715 | | | 1,682,322 |
Number of shares of Common Stock reserved for issuance in connection with future awards under the Plan and the Inducement Plan | | | 5,087,721 | | | 1,017,544 | | | 635,965 |
Number of shares of Common Stock authorized, but unissued and unreserved | | | 54,171,746 | | | 90,834,350 | | | 94,271,269 |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (a) | | | Weighted average exercise price of outstanding options, warrants and rights ($) (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) (c) |
Equity compensation plans approved by security holders | | | 171,063 | | | 398.80 | | | 469,654(1)(2) |
Equity compensation plans not approved by security holders | | | — | | | — | | | 4,166(3) |
Total | | | 171,063 | | | 398.80 | | | 469,820 |
(1) | The number of shares of Common Stock remaining available for future issuance represents shares available for issuance under the 2022 Equity Incentive Plan. |
(2) | The 2022 Equity Incentive Plan (not including the Amendment) provides that the number of shares that may be issued under the 2022 Equity Incentive Plan shall be increased on the first day of each fiscal year by an amount equal to the lesser of (i) 5% of the number of outstanding shares of Common Stock on such date and (ii) an amount determined by the plan administrator. |
(3) | Our only equity compensation plan not approved by our security holders is our 2021 Inducement Plan. A total of 4,166 shares of our common stock have been reserved for issuance under the Inducement Plan, subject to adjustment for stock dividends, stock splits, or other changes in our common stock or capital structure. The Inducement Plan was approved by the Compensation Committee without stockholder approval pursuant to Nasdaq Stock Market Listing Rule 5635(c)(4), and is to be utilized exclusively for the grant of stock awards to individuals who were not previously an employee or non-employee director of NeuroBo (or following a bona fide period of non-employment with NeuroBo) as an inducement material to such individual’s entry into employment with NeuroBo, within the meaning of Nasdaq Listing Rule 5635(c)(4). The 2021 Inducement Plan is administered by the Board. Stock awards under the Inducement Plan may only be granted by: (i) the Compensation Committee or (ii) another committee of the Board composed solely of at least two members of the Board who meet the requirements for independence under the Nasdaq Stock Market Listing Rules (the foregoing subsections (i) and (ii) are collectively referred to as the “Committee”). Under the 2021 Inducement Plan, the Committee may choose to grant (i) non-statutory stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock unit awards, (v) performance stock awards, (vi) performance cash awards, and (vii) other stock awards to eligible recipients, with each grant to be evidenced by an award agreement setting forth the terms and conditions of the grant as determined by the Committee in accordance with the terms of the Inducement Plan. |
NEUROBO PHARMACEUTICALS, INC. | ||||||
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