MetaVia (MTVA) 10-K 30 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Mar. 23, 2020	Jun. 28, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	NeuroBo Pharmaceuticals, Inc.
Entity Central Index Key	0001638287
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 10.1
Entity Common Stock, Shares Outstanding		15,677,307
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 13,908	$ 2,845
Restricted cash	15
Prepaid expenses	153	929
Other assets	42	34
Total current assets	14,118	3,808
Right-of-use assets and other	150	9
Property and equipment, net	200	3
Total assets	14,468	3,820
Current liabilities:
Accounts payable	638	170
Accrued liabilities	1,422	49
Lease liability, short-term	22
Total current liabilities	2,082	219
Long-term liabilities:
Commitments and contingencies (Notes 5, 14 and 16)		118
Lease and other long-term liabilities	94	23
Total liabilities	2,176	360
Commitments and contingencies (Note 5)
Stockholders’ (deficit) equity:
Redeemable convertible preferred stock (Series A and B), $0.0001 par value per share; 12,000,000 shares authorized and 4,801,020 issued and outstanding as of December 31, 2018; aggregate liquidation preference of $16,800 as of December 31, 2018. No shares authorized, issued or outstanding as of December 31, 2019.		16,746
Preferred stock, $0.001 par value; 10,000,000 and zero shares authorized as
Common stock, $0.001 par value per share, 100,000,000 shares authorized	16
Amount was recorded as a credit to additional paid in capital	49,130	2,266
Accumulated other comprehensive income	12	2
Accumulated deficit	(36,866)	(15,554)
Total stockholders’ equity (deficit)	12,292	(13,286)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$ 14,468	$ 3,820

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Consolidated Balance Sheets
Redeemable convertible Preferred Stock, Par Value (in dollar per share)	$ 0.0001	$ 0.0001
Redeemable convertible Preferred Stock, share authorized	0	12,000,000
Redeemable convertible Preferred stock, share issued	0	4,801,020
Redeemable convertible Preferred stock, share outstanding	0	4,801,020
Redeemable convertible Preferred Stock, liquidation preference		$ 16,800
Preferred stock, par value (in dollar per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollar per share)	$ 0.001	$ 0.0001
Common stock, shares authorized	100,000,000	45,800,000
Common stock, shares issued	15,592,718	5,166,812
Common stock, shares outstanding	15,592,718	5,166,812

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating expenses:
Research and development	$ 5,324	$ 5,066
Acquired in‑process research and development	12,151	8,815
General and administrative	2,701	1,605
Total operating expenses	20,176	15,486
Loss from operations	(20,176)	(15,486)
Interest (expense) income, net	(22)	(40)
Loss on note extinguishment	(1,114)
Other income (expense), net		(3)
Loss before income taxes	(21,312)	(15,529)
Provision for income taxes	0
Net loss	(21,312)	(15,529)
Other comprehensive income, net of tax	10	2
Comprehensive loss	$ (21,302)	$ (15,527)
Loss per share:
Net loss per share, basic and diluted (Note 11)	$ (4.08)	$ (3.65)
Weighted average common shares outstanding:
Basic and diluted	5,224,178	4,251,330

Consolidated Statements of Rede

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	SeriesA and Series B Redeemable Convertible Preferred StockCommon Stock	SeriesA and Series B Redeemable Convertible Preferred StockAdditional Paid-in Capital	SeriesA and Series B Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Comprehensive Income (loss)	Accumulated Deficit	Total
Balance at beginning of period at Dec. 31, 2017					$ 50		$ (25)	$ 25
Balance at beginning of period (shares) at Dec. 31, 2017				2,286,200
Increase (Decrease) in Stockholders' Equity
Beneficial conversion feature related to related party convertible notes					401			401
Issuance of common stock in exchange for process research and development					1,815			1,815
Issuance of common stock in exchange for process research and development (in shares)				2,880,612
Foreign currency translation adjustment						$ 2		2
Net loss							(15,529)	(15,529)
Balance at end of period at Dec. 31, 2018					2,266	2	(15,554)	(13,286)
Balance at end of period (shares) at Dec. 31, 2018				5,166,812
Increase (Decrease) in Stockholders' Equity
Conversion of related party convertible notes into common stock					651			651
Conversion of related party convertible notes into common stock (in shares)				1,565,300
Exercise of stock options					1			1
Exercise of stock options (in shares)				1,143
Conversion of Series A and B redeemable convertible preferred stock into common stock	$ 1	$ 40,911	$ 40,912
Conversion of Series A and B redeemable convertible preferred stock into common stock (in shares)	8,264,613
Extinguishment of related party convertible notes net of substantial premium					732			732
Stock–based compensation					118			118
Issuance of common stock and warrants to former Gemphire stockholders and effect of reverse asset acquisition				$ 15	4,451			4,466
Issuance of common stock and warrants to former Gemphire stockholders and effect of reverse asset acquisition (in shares)				594,850
Foreign currency translation adjustment						10		10
Net loss							(21,312)	(21,312)
Balance at end of period at Dec. 31, 2019				$ 16	$ 49,130	$ 12	$ (36,866)	$ 12,292
Balance at end of period (shares) at Dec. 31, 2019				15,592,718

Consolidated Statements of Re_2

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - 12 months ended Dec. 31, 2019 - USD ($) $ in Thousands	Common Stock	Redeemable Convertible Preferred StockSeriesA and Series B Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred StockSeries B Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock	Total
Balance at Dec. 31, 2018				$ 16,746	$ 16,746
Balance (in shares) at Dec. 31, 2018				4,801,020	4,801,020
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of redeemable convertible preferred stock, net issuance costs			$ 24,166
Issuance of redeemable convertible preferred stock, net issuance costs (in shares)	594,850		3,463,593
Conversion of Series A and B redeemable convertible preferred stock into common stock		$ (40,912)
Conversion of Series A and B redeemable convertible preferred stock into common stock (in shares)		(8,264,613)
Balance (in shares) at Dec. 31, 2019					0

Consolidated Statements of Re_3

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Issuance costs	$ 74	$ 54
Premium	10,620
SeriesA Redeemable Convertible Preferred Stock
Issuance costs		$ 54
Series B Redeemable Convertible Preferred Stock
Issuance costs	$ 74

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating activities
Net loss	$ (21,312)	$ (15,529)
Adjustments to reconcile net loss to net cash used in operating activities:
In process research and development exchanged for common stock	12,151	1,815
Stock-based compensation	118
Non cash interest related to convertible notes – related party	129	41
Loss on note extinguishment – related party	1,114
Depreciation	17
Change in assets and liabilities, net of the effects of the reverse asset acquisition:
Prepaid expenses and other assets	824	(969)
Accounts payable	(1,046)	170
Accrued and other liabilities	966	21
Net cash used in operating activities	(7,039)	(14,451)
Investing activities
Cash acquired in connection with reverse asset acquisition	1,525
Transaction costs in connection with reverse asset acquisition	(7,368)
Purchases of property and equipment	(214)	(3)
Net cash used in investing activities	(6,057)	(3)
Financing activities
Proceeds from issuance of redeemable preferred stock	24,240	16,800
Proceeds from issuance of convertible notes to related parties		500
Exercise of stock options	1
Issuance costs	(74)	(54)
Net cash provided by financing activities	24,167	17,246
Net increase in cash and restricted cash	11,071	2,792
Net foreign exchange difference	7	3
Cash and restricted cash at beginning of period	2,845	50
Cash and restricted cash at end of period	13,923	2,845
Supplemental disclosure of cash flow information:
Cash paid for interest	1
Supplemental non-cash financing transactions:
Conversion of convertible notes to common stock	548
Common stock and warrants issued in connection with the merger	4,466
Net liabilities assumed in connection with the merger	1,537
Unpaid transaction costs in accounts payable and accrued expenses related to the merger	306
Beneficial conversion feature related to convertible notes	104	$ 401
Operating lease right of use asset obtained in exchange for operating lease	126
SeriesA and Series B Redeemable Convertible Preferred Stock
Supplemental non-cash financing transactions:
Conversion of Series A and Series B preferred stock to common	$ 40,912

Consolidated Statements of Ca_2

Consolidated Statements of Cash Flows - Reconciliation of Cash and Restricted Cash $ in Thousands	Dec. 31, 2019USD ($)
Reconciliation of cash and restricted cash:
Cash	$ 13,908
Restricted cash	15
Total cash, cash equivalents and restricted cash	$ 13,923

The Company and Basis of Presen

The Company and Basis of Presentation	12 Months Ended
	Dec. 31, 2019
The Company and Basis of Presentation
The Company and Basis of Presentation	1. The Company and Basis of Presentation NeuroBo Pharmaceuticals, Inc. (together with its subsidiaries, the "Company" or "NeuroBo"). formerly known as Gemphire Therapeutics Inc. (“Gemphire”), is a clinical-stage biotechnology company with three therapeutics programs designed to impact a range of indications in neurodegenerative and cardiometabolic disease: · NB-01 , which is primarily focused on the development of a treatment for painful diabetic neuropathy, but which the Company believes could also treat a range of neuropathic conditions, including chemotherapy-induced peripheral neuropathy and post-traumatic peripheral neuropathy; · NB-02 , which has the potential to treat the symptoms of cognitive impairment and modify the progression of neurodegenerative diseases associated with the malfunction of a protein called tau, and with amyloid beta plaque deposition; and · Gemcabene , which is focused on developing and commercializing therapies for the treatment of dyslipidemia, a serious medical condition that increases the risk of life-threatening cardiovascular disease, focused on orphan indications such as homozygous familial hypercholesterolemia, as well as nonalcoholic fatty liver disease/nonalcoholic steatohepatitis. The Company was originally incorporated as Gemphire Therapeutics Inc. as a C corporation in the state of Delaware . In connection with the closing of the Merger (as defined below), the Company changed its name to NeuroBo Pharmaceuticals, Inc. The 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. Merger On July 24, 2019, Gemphire Therapeutics Inc. (“Gemphire”), and NeuroBo Pharmaceuticals, Inc. (“Private NeuroBo”) entered into a definitive agreement, which was amended on October 29, 2019 (the “Merger Agreement”). The merger closed on December 30, 2019 (the “Effective Date”), whereby Private NeuroBo merged with a wholly-owned subsidiary of the Company in an all-stock transaction (the “Merger”). Upon completion of the Merger, the Company changed its name to NeuroBo Pharmaceuticals, Inc., Private NeuroBo changed its name to NeuroBo Therapeutics, Inc., and the Company changed its ticker symbol on the Nasdaq Capital Market from “GEMP” to "NRBO". Except as otherwise indicated, references herein to “NeuroBo,” “the Company,” the “combined company,” “we,” “us,” and “our,” refer to NeuroBo Pharmaceuticals, Inc. on a post-Merger basis. Pursuant to the terms of the Merger Agreement, each outstanding share of Private NeuroBo common stock outstanding immediately prior to the closing of the Merger was converted into 1.1431 shares of the Company’s common stock (the “Exchange Ratio”) . Immediately prior to the closing of the Merger, all shares of Private NeuroBo redeemable preferred stock then outstanding were exchanged into shares of common stock of Private NeuroBo. In addition, all outstanding options exercisable for common stock of Private NeuroBo converted into options exercisable for shares of the Company’s common stock upon the Merger. Such options and their related terms were adjusted by the Exchange Ratio. Immediately following the Merger, the stockholders of Private NeuroBo owned approximately 96.2% of the outstanding common stock of the Company. The transaction was accounted for as a reverse asset acquisition in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, Private NeuroBo was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) Private NeuroBo’s stockholders owned substantially all of the voting rights in the combined company, (ii) Private NeuroBo designated all, but one, of the members of the initial board of directors of the combined company, and (iii) Private NeuroBo’s senior management holds all key positions in the senior management of the combined company. As a result, as of the closing date of the Merger, the net assets of Gemphire were recorded at their acquisition-date relative fair values in the consolidated financial statements of the Company and the reported operating results prior to the Merger are those of Private NeuroBo. Basis of presentation and consolidation principles The accompanying financial statements were prepared in conformity with GAAP. On August 11, 2019, Private NeuroBo’s board of directors and stockholders approved an amendment to the restated certificate of incorporation to affect a ten thousand-for-one (10,000-for-1) stock split of Private NeuroBo's common stock and convertible preferred stock. The par value and the authorized shares of the common and convertible preferred stock and the exercise prices of options to purchase common stock were adjusted accordingly as a result of the stock split. All issued and outstanding common stock, options for common stock, convertible preferred stock and convertible notes, as well as the exercise price of each option for common stock and the conversion price for convertible preferred stock and convertible notes, have been retroactively adjusted to reflect this stock split for all periods presented. The consolidated financial statements of the Company include a South Korean subsidiary, NeuroBo Co., LTD., which is fully owned by Private NeuroBo. All significant intercompany accounts and transactions have been eliminated in the preparation of the financial statements. All of the share and per share amounts presented were adjusted, on a retroactive basis, to reflect the ten thousand-for-one (10,000-for-1) stock split and the effect of the exchange of the shares of Private NeuroBo into the shares of the Company at the Exchange Ratio, except for par value and share authorizations of Private NeuroBo for periods presented prior to the Merger. Going Concern From its inception through December 31, 2019, the Company has devoted substantially all of its efforts to drug discovery and development and conducting clinical trials. The Company has a limited operating history and the sales and income potential of the Company's business and market are unproven. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company's cost structure. As of December 31, 2019, the Company had $13.9 million in cash. The Company has experienced net losses and negative cash flows from operating activities since its inception and had an accumulated deficit of $36.9 million as of December 31, 2019. To date, the Company has raised capital principally through the issuance of convertible notes and private placements of redeemable convertible preferred stock. The Company has raised a total of $16.8 million from the issuance by Private NeuroBo of Series A redeemable convertible preferred stock and $0.5 million from the issuance by Private NeuroBo of convertible notes through December 31, 2018, and $24.2 million from the issuance by Private NeuroBo of Series B redeemable convertible preferred stock in May and June 2019. The Company will need to continue to raise a substantial amount of funds until it is able to generate revenues to fund its development activities. 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 Company The Company believes that its existing cash will be sufficient to fund its operations through the fourth quarter of 2020 Subsequent Events . 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	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 consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in Company's consolidated financial statements relate to accrued expenses, the fair value of convertible debt and the fair value of stock-based compensation. 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 judgements about the carrying Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is principally held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of December 31, 2019, the Company had deposits in excess of federally insured amounts by $13.2 million. Fair Value of Financial Instruments The Company’s financial instruments include principally cash, prepaid, other current assets, right of use assets, accounts payable, accrued liabilities, lease liabilities, convertible debt and preferred stock. The carrying amounts of prepaid expenses, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. See Note 12 — Fair Value Measurements , for further discussion of fair value. General and Administrative Expenses General and administrative expenses consist primarily of personnel‑related costs, including salaries 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 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, 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 . Acquired In‑Process Research and Development Expenses The Company includes costs to acquire or in‑license product candidates in acquired in‑process research and development expenses. These costs are immediately expensed provided that the payments do not also represent processes or activities that would constitute a “business” as defined under U.S. GAAP or provided that the product candidate has not achieved regulatory approval for marketing and absent obtaining such approval, has no alternative future use. Royalties owed on future sales of any licensed product will be expensed in the period the related revenues are recognized. Income Taxes The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes . Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Currently, there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred tax assets. 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. Convertible Notes The Company evaluates all conversion and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative or separation as a beneficial conversion feature. The host debt instrument is discounted for the value of any embedded feature that is accounted for as either a derivative or a beneficial conversion feature. The discount is amortized and recorded to interest expense over the term of the host debt instrument using the effective interest method. The Company’s convertible debt contained an embedded beneficial conversion feature that was separated and recorded as additional paid-in capital. Fair Value of common stock In the absence of a public trading market prior to the Merger, and as a development stage company with no significant revenues, the Company believed that it was appropriate to consider a range of factors to determine the fair value of the common stock at each grant date. In determining the fair value of its common stock, the Company used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants' (AICPA) Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation (the "AICPA Practice Guide"). The valuations of Private NeuroBo common stock were prepared using a hybrid method, which used market approaches to estimate the enterprise value of Private NeuroBo. The hybrid method is a probability-weighted expected return method ("PWERM"), where the equity value in one or more of the scenarios is calculated using an option pricing method, or ("OPM"). The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for Private NeuroBo, assuming various outcomes. The common stock value was based on the probability-weighted present Leases On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term. See the “Recent Accounting Pronouncements Adopted” below for additional information related to the adoption of this guidance. Property and Equipment Property and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful life for property and equipment ranges from three to five years. Tangible assets acquired for research and development activities and that have an alternative use are capitalized over the useful life of the acquired asset. Estimated useful lives are periodically reviewed, and when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly to expense as incurred. Foreign Currency Translation The foreign subsidiary uses the local currency as the functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the balance sheet date. Expenses are translated into U.S. dollars using average exchange rates for each period. The resulting adjustments from the translation process are included in accumulated other comprehensive loss in the accompanying consolidated balance sheets. Certain transactions of the Company are settled in foreign currency and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains and losses resulting from the translation are included in other income or expense in the accompanying consolidated statements of operations and comprehensive loss. Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income or loss. Comprehensive loss includes net loss as well as other changes in stockholders' equity (deficit) that result from transactions and economic events other than those with stockholders. Comprehensive loss currently consists of net loss and changes in foreign currency translation adjustments. Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of therapeutics. 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 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). This new guidance expands the scope of ASC 718, Compensation—Stock Compensation (ASC 718) to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity's own operations and supersedes the guidance in ASC 505-50, Equity-Based Payments to Non-Employees (ASC 505-50). Equity-classified nonemployee awards are measured on the grant date, rather than on the earlier of (1) the performance commitment date or (2) the date at which the nonemployee's performance is complete. Awards to nonemployees are measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. Entities may use the expected term to measure nonemployee options or elect to use the contractual term as the expected term, on an award-by-award basis. The Company adopted ASU 2018-07 in the first quarter of 2019. There was no impact on the Company's financial statements as a result of the adoption of this guidance. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”) which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset ("ASU 2016-02"). The Company adopted ASU 2016-02 in the third quarter of 2019 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company also made an accounting policy election to recognize lease payment as an expense on a straight-line basis over the lease term for the short-term leases (less than twelve months). Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The new guidance modifies the disclosure requirements in Topic 820 as follows: · Removals: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. · Modifications: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. · Additions: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should all be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company does not expect that the new guidance will have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740 ) which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2020. The Company does not expect that the adoption of this new guidance will have a material impact on the Company’s consolidated financial statements.

Balance Sheet Detail

Balance Sheet Detail	12 Months Ended
	Dec. 31, 2019
Balance Sheet Detail
Balance Sheet Detail	3. Balance Sheet Detail (in thousands) Property and Equipment Property and equipment consist of the following: As of December 31, Research and development equipment $ 158 $ — Office equipment 59 3 Total property and equipment 217 3 Less accumulated depreciation (17) — Property and equipment, net $ 200 $ 3 Depreciation expense was $17 and less than $1 for the years ended December 31, 2019 and 2018, respectively. Accrued liabilities Accrued liabilities consist of the following: December 31, 2019 2018 External research and development expenses $ 915 $ — Payroll related 160 20 Professional services 158 12 Other 189 17 Total $ 1,422 $ 49

Merger

Merger	12 Months Ended
	Dec. 31, 2019
Merger
Merger	4. Merger The Merger, which closed on December 30, 2019, was accounted for as a reverse asset acquisition pursuant to Topic 805, Business Combinations , as substantially all of the fair value of the assets acquired were concentrated in a group of similar non-financial assets, and the acquired assets did not have outputs or employees. Because the assets had not yet received regulatory approval, the fair value attributable to these assets was recorded as acquired in-process research and development (“IPR&D”) expenses in the Company’s consolidated statements of comprehensive loss for the year ended December 31, 2019. Contingent Value Rights Agreement On December 30, 2019, in connection with the Merger, the Company, Grand Rapids Holders’ Representative, LLC, as representative of the Company’s stockholders prior to the Merger, and Computershare Inc. and Computershare Trust Company, N.A. as the rights agent, entered into a Contingent Value Rights Agreement (the “CVR Agreement”). The Company’s stockholders of record as of immediately prior to the effective date of the Merger received one contingent value right (“CVR”) entitling such holders to receive, in the aggregate, 80% of the Gross Consideration less other Permitted Deductions (each as defined in the CVR Agreement) received during the 15-year period after the closing of the Merger (the “CVR Term”) from the grant, sale or transfer of rights to Gemcabene (other than a grant, sale or transfer of rights involving a sale or disposition of the post-Merger combined company) that is entered into during the 10-year period after the closing of the Merger or pursuant to the Beijing SL Agreement (as defined in Note 6 – License Agreement below), but not including the $2.5 million upfront gross payment pursuant to the Beijing SL Agreement. Under the CVR Agreement, the Company agreed to commit up to $1 million to support the further development of Gemcabene, to be funded following execution of the Beijing SL Agreement and the receipt by the Company of the $2.5 million upfront gross payment payable under the Beijing SL Agreement, which the Company received in October 2019. The CVRs are not transferable, except in certain limited circumstances, will not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the U.S. Securities and Exchange Commission or listed for trading on any exchange. The CVR Agreement will continue in effect until the later of the end of the CVR Term and the payment of all amounts payable thereunder. As of the December 30, 2019, the Merger closing date, and December 31, 2019, no milestones had been accrued as there were no potential milestones yet considered probable. The total purchase price paid in the Merger has been allocated to the net assets acquired and liabilities assumed based on their fair values as of the completion of the Merger. The following summarizes the purchase price paid in the Merger (in thousands, except share and per share amounts): Number of shares of the combined organization owned by the Company’s pre-Merger stockholders 594,850 Multiplied by the fair value per share of GEMP’s common stock (1) $ 7.50 Fair value of common stock issued to affect the Merger 4,461 Fair value of warrants issued to affect the Merger 4 Transaction costs 7,674 Purchase price $ 12,139 (1) Based on the last reported sale price of the Gemphire’s common stock on the Nasdaq Capital Market on December 30, 2019, the closing date of the Merger, and gives effect to the Reverse Stock Split. The allocation of the purchase price is as follows: Cash acquired $ 1,525 Net liabilities assumed (1,537) IPR&D (2) 12,151 Purchase price $ 12,139 (2) Represents the pre-Merger research and development projects of Gemphire which were in-process, but not yet completed, and which the Company plans to advance post-Merger. This consists primarily of technology associated with the Gemcabene drug compound. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired assets did not have outputs or employees.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies
Commitments and Contingencies	5. Commitments and Contingencies (in thousands) Operating Leases Boston Leases In April 2018, the Company entered a non-cancelable operating lease for its headquarters in Boston, MA (the “Boston Lease”). The lease was subsequently amended, and the term was extended to August 2019 with an option to extend the term on a month-to-month basis. The Company exercised the option and extended the lease term on a month-to-month basis through January 15, 2020. The lease is subject to base lease payments and additional charges for common costs related to usage of shared space. Due to its short-term nature, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term. For the years ended December 31, 2019 and 2018, the Boston Lease expense was $134 and $68, respectively. Under ASC 840 disclosure requirements, prior to the adoption of ASC 842, the future minimum lease payments at December 31, 2018 were as follows (in thousands): December 31, 2019 $ 57 Total minimum payments $ 57 In September 2019, as amended, the Company entered a non-cancelable operating lease for its new corporate headquarters located in Boston, Massachusetts (“New Boston Lease”). The agreement, effective February 1, 2020, has a one-year term, and rental costs of $21 per month prior to the application of certain rent concessions granted by the landlord in the amount of $32. No assets and liabilities were recognized for the New Boston Lease at December 31, 2019. Future minimum lease payments at December 31, 2019 were as follows under the New Boston Lease (in thousands): December 31, 2020 $ 204 2021 21 Total minimum payments $ 225 Lease in Korea: In May 2019, the Company entered a non-cancelable operating lease for its new facility in Korea (the “Korea Lease”). The initial lease term is five years with an option to renew for an additional five-year term. The lease commenced on July 2, 2019 and expires on July 1, 2024. The operating lease is subject to a deposit, base rent payments and additional charges for utilities and other common costs. In the third quarter of 2019, the Company recognized a right-of-use asset of $126 as well as a lease liability of $20 in other current liabilities and $106 in other non-current liabilities in conjunction with the commencement of the Korea Lease. The Company’s lease liability represents the net present value of future lease payments utilizing a discount rate of 10%, which corresponds to the Company’s incremental borrowing rate. As of December 31, 2019, the weighted average remaining lease term was 4.5 years. For the year ended December 31, 2019, the Company recorded non-cash expense of $10 related to the Korea Lease. During the year ended December 31, 2019, the Company made cash payments of $16 for amounts included in the measurement of lease liabilities. The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2019 (in thousands): As of December 31, 2020 32 2021 32 2022 32 2023 32 2024 16 Total lease payments $ 144 Less effect of discounting (28) Total $ 116 Short-term portion (22) Long-term portion $ 94 Xiehecheng Cultivation Service Agreement On September 1, 2018, the Company entered into a cultivation service agreement with Xiehecheng Chinese Herm Limited Corporation for the cultivation of two plants used to manufacture the Company's lead clinical asset, NB-01. As of December 31, 2019, future minimum payments under the agreement, which is cancellable annually at the end of each research year, are as follows (in thousands): December 31, 2020 $ 220 2021 220 2022 220 660 Pfizer License Agreement Upon the close of the Merger, the 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. 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. None of the future milestone or royalty payments were triggered as of December 31, 2019. The Pfizer Agreement will expire upon expiration of the Royalty Term. On expiration (but not earlier termination), the Company will have a perpetual, exclusive, fully paid-up, royalty-free license under the licensed patent rights and related data to make, use, develop, commercialize, import and otherwise exploit the clinical product candidate Gemcabene. Either party may terminate the Pfizer Agreement for the other party’s material breach following a cure period or immediately upon certain insolvency events relating to the other party. Pfizer may immediately terminate the Pfizer Agreement in the event that (i) the Company or any of its affiliates or sublicenses contests or challenges, or supports or assists any third party to contest or challenge, Pfizer’s ownership of or rights in, or the validity, enforceability or scope of any of the patents licensed under the Pfizer Agreement or (ii) the Company or any of its affiliates or sublicensees fails to achieve the first commercial sale in at least one country by April 16, 2024. Furthermore, upon termination of the Pfizer Agreement by Pfizer for any of the foregoing reasons, the Company grants Pfizer a non-exclusive, fully paid-up, royalty free, worldwide, transferrable, perpetual and irrevocable license to use any intellectual property rights arising from the development or commercialization of Gemcabene by the Company and any trademarks identifying Gemcabene and agrees to transfer regulatory filings and approvals to Pfizer or permit Pfizer to cross-reference and rely on such regulatory filings and approvals for Gemcabene. The Company may terminate the Pfizer Agreement for convenience upon 90 days’ written notice and payment of an early termination fee of $3.0 million. As of December 31, 2019, there was sufficient uncertainty with regard to both the outcome of the clinical trials and the ability to obtain sufficient funding to support any of the cash milestone payments under the license agreement, and as such, no liabilities were recorded related to the Pfizer Agreement. 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.

License Agreement

License Agreement	12 Months Ended
	Dec. 31, 2019
License Agreement
License Agreement	6. License Agreement Beijing SL License and Collaboration Agreement Upon the close of the 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 (each, a “region,” and collectively, the “Territory”). The terms of the 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 December 31, 2019, no revenue under the Beijing SL Agreement has been recognized. Under the terms of the Beijing SL Agreement, Beijing SL will be responsible, at its expense, for developing and commercializing products containing Gemcabene (each, a “Licensed Product”) in the Territory, with certain assistance from the Company. To the extent mutually agreed to in writing, the Company and Beijing SL will collaborate on the Phase 3 clinical trial for homozygous familial hypercholesterolemia or other clinical trials with the Company as the sponsor designed to enroll patients both inside and outside the Territory (a “Global Study”), but Beijing SL will be responsible, at its expense, for the conduct of any Global Study to the extent solely in the Territory, subject to the Company’s final decision making authority, and the Company will be responsible, at its expense, for the conduct of any Global Study to the extent solely outside of the Territory. Under a territory development plan, the parties shall develop Licensed Products with respect to the Territory. Beijing SL will be responsible for development activities, including non-clinical and clinical studies directed at obtaining regulatory approval of the Licensed Product in the Territory. Beijing SL has agreed to use commercially reasonable efforts to commercialize the Licensed Products for each indication that receives regulatory approval in the Territory and shall prepare and present a commercialization plan that shall be subject to approval by the joint steering committee. Pursuant to the Beijing SL Agreement, Beijing SL was to make a non-refundable upfront gross payment of $2.5 million to the Company within 45 days of the effective date of the Beijing SL Agreement; the upfront payment was received in October 2019 and such funds were fully expended prior to the close of Merger. Additionally, with respect to each Licensed Product, the Company is eligible to receive (i) payments for specified developmental and regulatory milestones (including submission of a new drug application to China’s National Medical Product Administration, dosing of the first patient in a phase 3 clinical trial in mainland China and regulatory approval for the first and each additional indication of a Licensed Product in the Territory) totaling up to $6 million in the aggregate and (ii) payments for specified global net sales milestones of up to $20 million in the aggregate multiplied by the ratio of the net sales of a Licensed Product sold by Beijing SL in the Territory divided by the global net sales of a Licensed Product, which net sales milestone payments are payable once, upon the first achievement of such milestone. Beijing SL is also obligated to pay the Company tiered royalties ranging from the mid-teens to twenty percent on the net sales of all Licensed Products in the Territory until the latest of (a) the date on which any applicable regulatory exclusivity with respect to such Licensed Product expires in such region, (b) the expiration or abandonment of the last valid patent claim or joint patent claim covering such Licensed Product in each region and (c) the fifth anniversary of the first commercial sale of such Licensed Product in such region (the “Royalty Term”). Future milestone payments under the Beijing SL Agreement, if any, are not expected to begin for at least one year and will extend over a number of subsequent years. The Company cannot determine the date on which Beijing SL’s potential royalty payment obligations to the Company would expire because Beijing SL has not yet developed any Licensed Products under the Beijing SL Agreement and therefore the Company cannot at this time identify the date of the first commercial sale or the periods of any regulatory exclusivity or patent claims with respect to any Licensed Product. On a Licensed Product-by-Licensed Product and region-by-region basis upon the expiration of the Royalty Term, the license granted to Beijing SL shall be deemed perpetual, fully paid-up and royalty free with respect to such Licensed Product in such region. Either party may terminate the Agreement (x) with written notice in the event of the other party’s material breach following a cure period or (y) if the other party becomes subject to certain insolvency proceedings. In addition, the Company may terminate the agreement in its entirety if Beijing SL or its affiliates or sublicensees commence a proceeding challenging the validity, enforceability or scope of any of the Company’s patents. To the extent rights granted to Beijing SL under the Beijing SL Agreement are controlled by the Company pursuant to the Pfizer Agreement, such rights are subject to the terms and conditions of such agreement with Pfizer, and Beijing SL has agreed to comply with such terms and conditions. The Beijing SL Agreement contemplates that Beijing SL and the Company shall, no later than twelve months prior to the anticipated date of the first commercial sale of a Licensed Product, if any, negotiate in good faith and execute a commercial supply agreement, pursuant to which Beijing SL shall purchase from the Company, and the Company shall use commercially reasonable efforts to supply, Gemcabene or Licensed Product for clinical or commercial purposes, as applicable, until manufacturing and regulatory transfers are complete. Each of the Company and Beijing SL has agreed to indemnify the other party against certain losses and expenses relating to the development or commercialization of a Licensed Product by the indemnifying party, the negligence or willful misconduct of the indemnifying party or its directors, officers, employees or agents or a breach of the indemnifying party’s representations, warranties or covenants.

Debt

Debt	12 Months Ended
	Dec. 31, 2019
Debt
Debt	7. Debt (in thousands, except share and per share data) In February 2018, the Company received a total of $500 from the issuance by Private NeuroBo of convertible promissory notes (the "Convertible Notes")with an original maturity date of December 31, 2022. Upon the effective date of the Merger, the Convertible Notes were converted into 1,565,300 shares of common stock. Prior to conversion, the lenders had the option to convert all of the then-unpaid note balance including principal and accrued but unpaid interest into common stock, at a conversion price of $0.40 per share after the earlier of (A) the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock for the account of the Company in the United States of America or similar registration in the Republic of Korea, or (B) January 1, 2020. On October 23, 2019, the Convertible Notes were amended (the “Amended Convertible Notes”) to require mandatory conversion upon the completion of a reverse merger transaction based on the then-unpaid note balance including principal and accrued but unpaid interest into common stock, at a conversion price of $0.40 per share. The amendment was accounted for as an extinguishment of the Convertible Notes. As a result of the extinguishment, the Amended Convertible Notes were recorded at their fair value in the amount of $11.2 million, the underlying beneficial conversion feature was reacquired at its intrinsic value of $9.8 million and the remaining debt discount of $0.3 million was reversed. Considering that the Amended Convertible Notes were issued at a substantial premium, the difference between the fair value of the Amended Convertible Notes and principal amount of the Convertible Notes was recorded as a credit to additional paid in capital in the amount of $10.6 million. Consequently, the Company recorded a loss on the extinguishment in the amount of $1.1 million which was reflected in the consolidated statements of operations and comprehensive loss . The Convertible Notes and Amended Convertible Notes (herein collectively referred to as the “Notes”) accrued interest at a rate of 5.00% per annum. The Company recorded interest on principal of $25 and $23 for the years ended December 31, 2019 and 2018, respectively. The fair value of the common stock, as determined using an option pricing model consistent with the AICPA Practice Guide, was in excess of the conversion price of the Convertible Notes. Accordingly, the Company initially recorded a $401 beneficial conversion feature upon issuance based on the intrinsic value of the conversion feature, which resulted in a debt discount with a corresponding amount to additional paid in capital. Subsequent to the issuance of the Convertible Notes, an additional beneficial conversion feature related to paid-in-kind interest was recorded in the amount of $104. Debt discount amortization related to the beneficial conversion feature was being amortized over the life of the Convertible Notes using the effective interest method as additional interest expense. Upon the conversion of the Convertible Notes into common stock on December 30, 2019, the remaining debt discount was written off to interest expense. The Company recorded interest expense of $104 and $18 for the years ended December 31, 2019 and 2018, respectively, related to the debt discount.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2019
Stockholders’ Equity (Deficit)
Stockholders’ Equity (Deficit)	8. Stockholders’ Equity (Deficit) Common Stock The voting, dividend, and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock when outstanding. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Dividend Rights Common stock holders are entitled to receive dividends at the sole discretion of the board of directors of the Company. There have been no dividends declared on common stock as of December 31, 2019. Voting Rights The holders of common stock are entitled to one vote for each share of common stock along with all other classes and series of stock of the Company on all actions to be taken by the stockholders of the Company, including actions that would amend the certificate of incorporation of the Company to increase the number of authorized shares of the common stock. Liquidation Rights In the event of any liquidation, dissolution, or winding‑up of the Company, the holders of common stock shall be entitled to share in the remaining assets of the Company available for distribution post preferential distributions made to holders of the Company’s preferred stock. Warrants In connection with the Merger, the following Gemphire warrants were assumed by the Company upon the close of the Merger. Exercise Price Number Outstanding Weighted Average Remaining Contractual life (Years) Number Exercisable at December 31, 2019 $ 8.6 $ 2.2 Total

Redeemable Preferred Stock

Redeemable Preferred Stock	12 Months Ended
	Dec. 31, 2019
Redeemable Preferred Stock.
Redeemable Preferred Stock	9. Redeemable Preferred Stock (in thousands, except share and per share data) Upon close of the Merger on December 30, 2019, 8,264,613 shares of Private NeuroBo Series A and Series B redeemable preferred stock (as adjusted for the Exchange Ratio) were converted to Private NeuroBo common stock on a 1:1 basis. Previously in April 2018, Private NeuroBo sold and issued in a private placement 4,801,020 shares of Series A redeemable convertible preferred stock (as adjusted for the Exchange Ratio) at $3.50 per share, raising $16,800 in gross proceeds. Subsequently in May and June 2019, Private NeuroBo sold and issued 3,463,593 Series B redeemable convertible preferred stock (as adjusted for the Exchange Ratio) at $7.00 per share, raising $24,240 in gross proceeds. As of December 31, 2018, t he redeemable preferred stock was classified outside of stockholders' equity (deficit) because the shares contained certain redemption features that were not solely within the control of the Company. Private NeuroBo did not adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because the occurrence of any such change of control event was not deemed probable.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2019
Stock-Based Compensation
Stock-Based Compensation	10. Stock‑Based Compensation (in thousands) Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying statements of comprehensive loss (in thousands): Year Ended December 31, 2019 2018 Research and development $ 75 $ - General and administrative 43 - Total stock-based compensation $ 118 $ - Stock Options 2018 Stock Plan In December 2018, Private NeuroBo adopted the NeuroBo Pharmaceuticals, Inc. 2018 Stock Plan (the "2018 Plan") and in December 2019 in connection with the Merger, the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”). 2018 Plan options to purchase Private NeuroBo common stock outstanding as of immediately prior to the Merger were assumed by the Company upon the Merger and became options to purchase the Company’s common stock, as adjusted by the Exchange Ratio. The 2018 Plan and 2019 Plan 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. During the year ended December 31, 2019, 960,204 stock options were granted to employees and non-employee As of December 31, 2019, 3,000,000 and 1,497,891 shares were authorized under the 2019 Plan and 2018 Plan, respectively, for issuance under these plans. The following table summarizes the Company’s stock option plan activity for the years ended December 31, 2019 as follows: Weighted‑ Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value(1) Options Price Term (years) (in thousands) Outstanding at December 31, 2018 — $ — — $ — Granted 960,204 $ 0.63 — — Exercised (1,143) $ 0.63 — — Forfeited/Cancelled (325,784) $ 0.63 — — Outstanding at December 31, 2019 633,277 $ 0.63 9.1 $ 5,142 Vested and expected to vest at December 31, 2019 267,485 $ 0.63 9.1 $ 2,172 Options exercisable at December 31, 2019 231,478 $ 0.63 9.1 $ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of $8.75 per share at December 31, 2019. The weighted average fair value per share of options granted during the year ended December 31, 2019 was $0.50. The Company measures the fair value of stock options with service‑based and performance‑based vesting criteria to employees, consultants and directors 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 weighted‑average assumptions used in the Black‑Scholes option‑pricing model are as follows: Year Ended December 31, 2019 Expected stock price volatility % Expected life of options (years) Expected dividend yield % Risk free interest rate % Evergreen provision Under the 2019 Plan, the shares reserved automatically increase on January 1st of each year, for a period of not more than ten years commencing on January 1, 2020 and ending on (and including) January 1, 2029, to an amount equal to the lesser of 4% of the common shares outstanding as of January 1 st , or a lesser amount as determined by the Board. The aggregate maximum number of shares of common stock that may be issued pursuant to the 2019 Plan under the evergreen provision is 6,680,000 shares of common stock. On January 1, 2020, 623,708 shares were added to the 2019 Plan as a result of the evergreen provision. During the year ended December 31, 2019, 231,478 stock options vested. The weighted average fair value per share of options vesting during the year ended December 31, 2019 was $0.50. During the year ended December 31, 2019, 325,784 stock options were forfeited. As of December 31, 2019, 3,863,471 shares in the aggregate were available for future issuance under the 2019 Plan and 2018 Plan. Unrecognized stock‑based compensation cost for the stock options issued under the both the Company’s 2019 Plan and 2018 Plan was $17 as of December 31, 2019. The unrecognized stock‑based expense is expected to be recognized over a weighted average period of 0.3 years.

Net Loss Per Common Share

Net Loss Per Common Share	12 Months Ended
	Dec. 31, 2019
Net Loss Per Common Share
Net Loss Per Common Share	11. Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted 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 and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, convertible notes payable, options outstanding under the Company's stock option plan 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 following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti‑dilutive: Year ended 2019 2018 Redeemable preferred stock — 4,801,020 Convertible notes — 1,476,047 Stock options 633,277 — Warrants 40,568 —

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2019
Fair Value Measurements
Fair Value Measurements	12. 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, weather 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. There were no financial instruments measured on a recurring basis as of December 31, 2019 and 2018 and on a non‑recurring basis for any of the periods presented.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Taxes
Income Taxes	13. Income Taxes The effective tax rate for the years ended December 31, 2019 and 2018 was zero percent. A reconciliation of income tax computed at the statutory federal income tax rate to the provision (benefit) for income taxes included in the accompanying consolidated statements of operations and comprehensive loss is as follows: For the Year Ended December 31, 2019 2018 Income tax (benefit) provision at federal statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 6.3 6.3 Acquired in-process research and development expense (15.6) — Valuation allowance (10.4) (27.9) Convertible notes (1.6) — Research credits 0.8 1.0 Other (0.5) (0.4) Effective tax rate — % — % Loss before provision for taxes for the years ended December 31, 2019 and 2018 consisted of the following (in thousands): Year Ended December 31, 2019 2018 Loss before Income taxes: Domestic $ (20,935) $ (15,313) Foreign (377) (216) $ (21,312) $ (15,529) The components of income tax provision (benefit) consisted of the following for the years ended December 31, 2019 and 2018 (in thousands) : Year Ended December 31, 2019 2018 Tax Provision (Benefit): Current Domestic $ — $ — Foreign — — Total current tax provision (benefit) — — Deferred Domestic (7,085) (4,283) Foreign (94) (54) Total deferred tax provision (benefit) (7,179) (4,337) Change in valuation allowance - Domestic 7,085 4,283 Change in valuation allowance - Foreign 94 54 Total tax provision (benefit) $ — $ — Significant components of the Company’s deferred tax assets and liabilities are summarized in the tables below as of (in thousands): Year Ended December 31, 2019 2018 Deferred tax assets: Federal and state operating loss carryforwards $ 8,805 $ 1,791 Foreign operating loss carryforwards 148 54 Acquired intangibles 2,167 2,315 Stock-based compensation 32 — Lease liability 32 — Other 29 — Research and development credit carryforwards 341 185 11,554 4,345 Valuation allowance - Domestic (11,372) (4,288) Valuation allowance - Foreign (148) (54) Total deferred tax assets, net of valuation allowance 34 3 Deferred tax liabilities: ROU asset (32) — Other (2) (3) Net deferred tax assets $ — $ — As of December 31, 2019 and 2018, the Company had deferred tax assets of approximately $11.6 million and $4.3 million, respectively. Realization of the deferred tax assets is primarily dependent upon future taxable income, if any, the amount and timing of which are uncertain. The Company has had significant pre‑tax losses since its inception. The Company has not yet generated revenues and faces significant challenges to becoming profitable. Accordingly, the deferred tax assets have been fully offset by a valuation allowance of $11.6 million and $4.3 million as of December 31, 2019 and 2018, respectively. U.S. deferred tax assets will continue to require a valuation allowance until the Company can demonstrate their realizability through sustained profitability or another source of income. As of December 31, 2019 and 2018, the Company’s federal net operating loss carryforwards were approximately $32.1 million and $6.5 million, respectively. The Company had federal research credit carryforwards as of December 31, 2019 and 2018 of approximately $0.1 million. The federal net operating loss incurred prior to January 1, 2018 will begin to expire in 2034 and tax credit carryforwards will begin to expire in 2038 if not utilized. Federal net operating losses incurred after December 31, 2017 will not expire. As of December 31, 2019 and 2018, the Company had state net operating loss carryforwards of approximately $32.5 million and $6.7 million, respectively. The Company had state research credit carryforwards of $0.2 million and $0.1 million as of December 31, 2019 and 2018, respectively. The state net operating loss carryforwards will begin to expire in 2026, if not utilized, and the state research credit carryforwards will begin to expire in 2033 if not utilized. Lastly, the Company had foreign net operating loss carryforwards of approximately $0.6 million and $0.2 million as of December 31, 2019 and 2018, respectively. The foreign net operating loss carryforwards will begin to expire in 2028. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5-percent shareholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36‑month testing period, or beginning the day after the most recent ownership change, if shorter. The annual limitation may result in the expiration of net operating losses and credits before utilization. As a result of the Merger, the Company recorded deferred tax assets of $4.9 million which are fully offset by a valuation allowance. The $4.9 million net deferred tax assets do not include federal and state net operating loss carryforwards and federal research and development credit carryforwards that are estimated to expire under Internal Revenue Code Sections 382 and 383 as a result of the Merger. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2019 and 2018, and as such, no interest or penalties were recorded to income tax expense. The Company’s corporate returns are subject to examination beginning with the 2016 tax year for federal and state jurisdictions, and beginning with the 2018 tax year for one foreign jurisdiction.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2019
Related Party Transactions
Related Party Transactions	14. Related Party Transactions (in thousands, except per share data) Agreements with Dong-A ST License Agreement In January 2018, Private NeuroBo entered into an exclusive license agreement with Dong-A ST, a holder of more than 5% of Private NeuroBo's capital stock, for an exclusive, royalty-bearing, worldwide (except for the Republic of Korea) license to make, use, offer to sell, sell and import products covered by certain Dong-A ST intellectual property rights in its proprietary compound designated as DA-9801 (NB-01). In connection with obtaining the license, Private NeuroBo paid Dong-A ST total consideration of $2.3 million consisting of a one-time upfront license fee and shares of Private NeuroBo common stock. Private NeuroBo also entered into an Acquisition Agreement in January 2018 and a Manufacturing and Supply Agreement in September 2018 with Dong-A ST, both of which are related to Private NeuroBo's license agreement with Dong-A ST. Acquisition Agreement On January 18, 2018, Private NeuroBo entered into an asset acquisition agreement, as amended, with Dong-A ST for NB-02 for the treatment of neurodegenerative disorders. Under the terms of the Acquisition Agreement, NeuroBo has the rights to file an investigational new drug application, to conduct further clinical trials, and then produce, commercialize, and sell pharmaceuticals world-wide using NB-02. NeuroBo paid total consideration in cash and shares of NeuroBo common stock of $6.5 million in consideration for this compound. Manufacturing Agreement On September 28, 2018, Private NeuroBo entered into a five year manufacturing and supply agreement with Dong-A ST 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. Under the terms of the Manufacturing Agreement, Dong-A ST has agreed to produce for NeuroBo a specified number of tablets of the NB-01 drug substance and placebos at a supply price to be determined at the time of each individual order. In addition, prices were set for stability testing of the NB-01 drug substance and placebo. The Company recognized approximately $383 of product manufacturing related costs within research and development expenses for the year ended December 31, 2018 and $314 for the year ended December 31, 2019. The Manufacturing Agreement will automatically terminate in the event that the license agreement with Dong-A ST is terminated for any reason. In addition, each of Dong-A ST and Private NeuroBo may terminate the Manufacturing Agreement (1) upon the material breach by the other party, if the breach is not cured within a specified number of days after receiving notice from the terminating party, or if the breach cannot reasonably be cured within such period and the breaching party has not started to remedy the breach within such period and diligently endeavored to cure the breach within a reasonable time thereafter, or (2) in the event that (i) the other party is the subject of a petition for bankruptcy, reorganization, or arrangement and the same is not dismissed within thirty days thereof, (ii) a receiver or trustee is appointed for all or a substantial portion of the assets of the other party, or (iii) the other party makes an assignment for the benefit of its creditors. Convertible Promissory Note Financing In February 2018, Private NeuroBo sold to investors an aggregate of $500 of convertible promissory notes. See Note 7- Debt. The participants in the convertible note financing described above included the following holders of more than 5% of Private NeuroBo's capital stock and Private NeuroBo directors (in thousands). Original Principal Amount of Convertible Related Party Notes Purchase JK BioPharma Solutions, Inc. $ Roy Freeman, M.D. $ Jeong Gyun Oh, a NeuroBo director, is President and CEO of JK Biopharma Solutions, Inc.. JK Biopharma Solutions, Inc. currently assists the Company with certain activities that are primarily related to linguistic translations. All work done to date has been done without compensation. However, Private NeuroBo issued a $32 payment to JK BioPharma Solutions, Inc. in February 2018 as reimbursement for payments made to Private NeuroBo vendors during late 2017 and early 2018. Roy Freeman, M.D. is a co-founder and was a Private NeuroBo director at the time of the note purchase. In October 2019, JK BioPharma Solutions, Inc. assigned $200 of its notes to the following holders (in thousands): Principal Amount of Convertible Related Party Notes Assigned The E&Healthcare Investment Fund II $ The E&Healthcare Investment Fund No. 6 $ The E&Healthcare Investment Fund No. 7 $ E&Investment is the sole general partner of The E&Healthcare Investment Fund II, The E&Healthcare Investment Fund No. 6 and The E&Healthcare Investment Fund No. 7 and has voting power over the shares held by each fund. Na Yeon (Irene) Kim, a Private NeuroBo director, is the Chief Executive Officer of E&Investment, and as such has voting and investment control over the shares held by E&Investment and its affiliated funds. The Convertible Notes were converted into shares of Private NeuroBo common stock in connection with the Merger. Payment of Stockholder Legal Expenses On December 30, 2019, the board of directors of the Company approved the payment or reimbursement of legal fees and costs incurred jointly and severally by certain stockholders of NeuroBo, including E&Healthcare Fund II, E&Healthcare Fund No. 6, E&Healthcare Fund No. 7 (collectively, the “E&Healthcare Funds”), JK BioPharma Solutions, Inc. and Eun Soo Kang, in connection with the Merger and certain other matters directly related to the Company’s business that required resolution in connection with the closing of the Merger. The total amount of such legal fees and costs was $227,000 through December 31, 2019 and was accounted as Merger transaction costs – see Note 4 – Merger . Na Yeon (Irene) Kim, is the Chief Executive Officer of the sole general partner of each of the E&Healthcare Funds, and as such may be deemed to have an indirect interest in such matters. Jeong Gyun Oh is the President and Chief Executive Officer of JK BioPharma Solutions, Inc. and the spouse of Eun Soo Kang, and as such may be deemed to have an indirect interest in such matters.

Defined Contribution Plan

Defined Contribution Plan	12 Months Ended
	Dec. 31, 2019
Defined Contribution Plan
Defined Contribution Plan	15. Defined Contribution Plan The Company adopted a 401(k) defined contribution plan in November 2018, effective as of January 1, 2019, for all employees over age 21. Employees can defer up to 90% of their compensation through payroll withholdings into the plan subject to federal law limits. Discretionary employer matches vest over a six-year period beginning on the second anniversary of an employee’s date of hire. Employee contributions and any employer matching contributions made to satisfy certain non-discrimination tests required by the Internal Revenue Code are 100% vested upon contribution. No matching contributions were made during the years ended December 31, 2019 and 2018.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events
Subsequent Events	16. Subsequent Events (in thousands) Current Scientific Activity; Repurposing of NB-01 In light of the present business environment, including the impact of the COVID-19 disease that emerged in December 2019 as a global threat, the Company is currently conducting the scientific activities described below with a view toward conserving financial resources. For NB-01, the Company has determined that any attempt to conduct Phase 3 clinical trials, as previously announced, would be difficult if not impossible in the short or medium term. Accordingly, in the first quarter of 2020, the Company directed its contract research organization (“CRO”) partners and other vendors working on the Phase 3 clinical trials of NB-01to cease all work and has terminated its existing contract arrangements with each of them. In accordance with ASC 450, Contingencies, the Company has determined that it is probable and estimable that approximately $650 in termination penalties are owed to a vendor pursuant to the terms of the contract. The Company has also determined for a second vendor the termination fees, while probable of occurring, are not currently estimable due to uncertainty within the terms of the contract governing termination and ongoing negotiations of the termination provision, but would be no more than $1,100. None of the termination fees associated with the reassessment of the Phase 3 clinical trials were accrued as of December 31, 2019. The Company is currently devoting scientific resources to evaluating the potential to bring the NB-01 asset to the market through a different regulatory pathway. Development of NB-01 as an orphan drug is among the alternatives that the Company is considering, and the Company may conduct feasibility studies to identify a rare disease relevant to NB-01. Additionally, the Company is considering marketing NB-01 as a nutraceutical (non-pharmaceutical) product. There is no assurance that the Company will be able to pursue any of these alternatives for NB-01. For NB-02, which is almost ready for the submission of an IND application to the FDA, the Company intends to postpone the first human clinical trials until global health and macroeconomic conditions improve. The Company hopes to be in a position to commence commencing clinical trial activity in the first quarter of 2021, subject to availability of financing. For Gemcabene, the Company will support activities related to getting the FDA to lift the partial clinical hold presently in effect on Gemcabene. In addition, the Company will engage in activities to support our partnership with Beijing SL with the possibility of advancing Gemcabene into trials in China. Stock Option Grants On January 13, 2020, each of the Company’s six non-employee directors was granted an option to purchase 60,000 shares of common stock, which vest in a series of 36 equal monthly installments, subject to the director’s continuous service through each monthly vesting date, and will vest in full upon the consummation of a corporate transaction (as defined in the 2019 Plan). COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a global pandemic, which continues to spread throughout the United States and around the world. To date, except for the adjustments to scientific activity described under “Current Scientific Activity; Repurposing of NB-01” above, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of position, operations or cash flows. There is uncertainty around when any disruption might occur, the duration and hence the potential impact. As a result, we are unable to estimate the potential impact on our business as of the date of this filing.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Summary of Significant Accounting Policies
Use of Estimates	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 consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in Company's consolidated financial statements relate to accrued expenses, the fair value of convertible debt and the fair value of stock-based compensation. 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 judgements about the carrying
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. The Company’s cash is principally held by one financial institution in the United States. Amounts on deposit may at times exceed federally insured limits. Management believes that the financial institution is financially sound, and accordingly, minimal credit risk exists with respect to the financial institution. As of December 31, 2019, the Company had deposits in excess of federally insured amounts by $13.2 million.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments include principally cash, prepaid, other current assets, right of use assets, accounts payable, accrued liabilities, lease liabilities, convertible debt and preferred stock. The carrying amounts of prepaid expenses, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. See Note 12 — Fair Value Measurements , for further discussion of fair value.
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses consist primarily of personnel‑related costs, including salaries 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 Expenses	Research and Development Costs Research and development 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, 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 .
Acquired In-Process Research and Development Expenses	Acquired In‑Process Research and Development Expenses The Company includes costs to acquire or in‑license product candidates in acquired in‑process research and development expenses. These costs are immediately expensed provided that the payments do not also represent processes or activities that would constitute a “business” as defined under U.S. GAAP or provided that the product candidate has not achieved regulatory approval for marketing and absent obtaining such approval, has no alternative future use. Royalties owed on future sales of any licensed product will be expensed in the period the related revenues are recognized.
Stock-Based Compensation	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.
Convertible Notes	Convertible Notes The Company evaluates all conversion and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative or separation as a beneficial conversion feature. The host debt instrument is discounted for the value of any embedded feature that is accounted for as either a derivative or a beneficial conversion feature. The discount is amortized and recorded to interest expense over the term of the host debt instrument using the effective interest method. The Company’s convertible debt contained an embedded beneficial conversion feature that was separated and recorded as additional paid-in capital.
Fair Value of Common Stock	Fair Value of common stock In the absence of a public trading market prior to the Merger, and as a development stage company with no significant revenues, the Company believed that it was appropriate to consider a range of factors to determine the fair value of the common stock at each grant date. In determining the fair value of its common stock, the Company used methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants' (AICPA) Audit and Accounting Practice Aid Series: Valuation of Privately Held Company Equity Securities Issued as Compensation (the "AICPA Practice Guide"). The valuations of Private NeuroBo common stock were prepared using a hybrid method, which used market approaches to estimate the enterprise value of Private NeuroBo. The hybrid method is a probability-weighted expected return method ("PWERM"), where the equity value in one or more of the scenarios is calculated using an option pricing method, or ("OPM"). The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for Private NeuroBo, assuming various outcomes. The common stock value was based on the probability-weighted present
Leases	Leases On July 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company assesses its contracts at inception to determine whether the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified asset for a period of time. The Company has recognized right-of-use assets and lease liabilities that represent the net present value of future operating lease payments utilizing a discount rate corresponding to the Company’s incremental borrowing rate and amortized over the remaining terms of the leases. For operating leases of a short-term nature, i.e., those with a term of less than twelve months, the Company recognizes lease payments as an expense on a straight-line basis over the remaining lease term. See the “Recent Accounting Pronouncements Adopted” below for additional information related to the adoption of this guidance.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost and reduced by accumulated depreciation. Depreciation expense is recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful life for property and equipment ranges from three to five years. Tangible assets acquired for research and development activities and that have an alternative use are capitalized over the useful life of the acquired asset. Estimated useful lives are periodically reviewed, and when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Maintenance and repairs are charged directly to expense as incurred. Foreign Currency Translation The foreign subsidiary uses the local currency as the functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the balance sheet date. Expenses are translated into U.S. dollars using average exchange rates for each period. The resulting adjustments from the translation process are included in accumulated other comprehensive loss in the accompanying consolidated balance sheets. Certain transactions of the Company are settled in foreign currency and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains and losses resulting from the translation are included in other income or expense in the accompanying consolidated statements of operations and comprehensive loss. Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income or loss. Comprehensive loss includes net loss as well as other changes in stockholders' equity (deficit) that result from transactions and economic events other than those with stockholders. Comprehensive loss currently consists of net loss and changes in foreign currency translation adjustments.
Foreign Currency Transactions	Foreign Currency Translation The foreign subsidiary uses the local currency as the functional currency. The Company translates the assets and liabilities of its foreign operation into U.S. dollars based on the rates of exchange in effect as of the balance sheet date. Expenses are translated into U.S. dollars using average exchange rates for each period. The resulting adjustments from the translation process are included in accumulated other comprehensive loss in the accompanying consolidated balance sheets. Certain transactions of the Company are settled in foreign currency and are thus translated to U.S. dollars at the rate of exchange in effect at the end of each month. Gains and losses resulting from the translation are included in other income or expense in the accompanying consolidated statements of operations and comprehensive loss.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income or loss. Comprehensive loss includes net loss as well as other changes in stockholders' equity (deficit) that result from transactions and economic events other than those with stockholders. Comprehensive loss currently consists of net loss and changes in foreign currency translation adjustments.
Segment Information	Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of therapeutics.
Recent Accounting Pronouncements	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 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). This new guidance expands the scope of ASC 718, Compensation—Stock Compensation (ASC 718) to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity's own operations and supersedes the guidance in ASC 505-50, Equity-Based Payments to Non-Employees (ASC 505-50). Equity-classified nonemployee awards are measured on the grant date, rather than on the earlier of (1) the performance commitment date or (2) the date at which the nonemployee's performance is complete. Awards to nonemployees are measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. Entities may use the expected term to measure nonemployee options or elect to use the contractual term as the expected term, on an award-by-award basis. The Company adopted ASU 2018-07 in the first quarter of 2019. There was no impact on the Company's financial statements as a result of the adoption of this guidance. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”) which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset ("ASU 2016-02"). The Company adopted ASU 2016-02 in the third quarter of 2019 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company also made an accounting policy election to recognize lease payment as an expense on a straight-line basis over the lease term for the short-term leases (less than twelve months). Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The new guidance modifies the disclosure requirements in Topic 820 as follows: · Removals: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. · Modifications: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. · Additions: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This guidance is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should all be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company does not expect that the new guidance will have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740 ) which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2020. The Company does not expect that the adoption of this new guidance will have a material impact on the Company’s consolidated financial statements.

Balance Sheet Detail (Tables)

Balance Sheet Detail (Tables)	12 Months Ended
	Dec. 31, 2019
Balance Sheet Detail
Schedule of accrued liabilities	December 31, 2019 2018 External research and development expenses $ 915 $ — Payroll related 160 20 Professional services 158 12 Other 189 17 Total $ 1,422 $ 49
Schedule of property and equipment	As of December 31, Research and development equipment $ 158 $ — Office equipment 59 3 Total property and equipment 217 3 Less accumulated depreciation (17) — Property and equipment, net $ 200 $ 3

Merger (Tables)

Merger (Tables)	12 Months Ended
	Dec. 31, 2019
Merger
Schedule of purchase price paid in the Merger	Number of shares of the combined organization owned by the Company’s pre-Merger stockholders 594,850 Multiplied by the fair value per share of GEMP’s common stock (1) $ 7.50 Fair value of common stock issued to affect the Merger 4,461 Fair value of warrants issued to affect the Merger 4 Transaction costs 7,674 Purchase price $ 12,139 (1) Based on the last reported sale price of the Gemphire’s common stock on the Nasdaq Capital Market on December 30, 2019, the closing date of the Merger, and gives effect to the Reverse Stock Split.
Allocation of purchase price	Cash acquired $ 1,525 Net liabilities assumed (1,537) IPR&D (2) 12,151 Purchase price $ 12,139 Represents the pre-Merger research and development projects of Gemphire which were in-process, but not yet completed, and which the Company plans to advance post-Merger. This consists primarily of technology associated with the Gemcabene drug compound. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired assets did not have outputs or employees.

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2019
Schedule that reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the unaudited consolidated balance sheet	The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2019 (in thousands): As of December 31, 2020 32 2021 32 2022 32 2023 32 2024 16 Total lease payments $ 144 Less effect of discounting (28) Total $ 116 Short-term portion (22) Long-term portion $ 94
Schedule of ASC 840 future minimum lease payments	Under ASC 840 disclosure requirements, prior to the adoption of ASC 842, the future minimum lease payments at December 31, 2018 were as follows (in thousands): December 31, 2019 $ 57 Total minimum payments $ 57
Schedule of future minimum payments of other commitments	As of December 31, 2019, future minimum payments under the agreement, which is cancellable annually at the end of each research year, are as follows (in thousands): December 31, 2020 $ 220 2021 220 2022 220 660
Head Quarters in Boston Lease [Member]
Schedule that reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the unaudited consolidated balance sheet	Future minimum lease payments at December 31, 2019 were as follows under the New Boston Lease (in thousands): December 31, 2020 $ 204 2021 21 Total minimum payments $ 225

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2019
Stockholders’ Equity (Deficit)
Schedule of Gemphire warrants assumed in the Merger	Exercise Price Number Outstanding Weighted Average Remaining Contractual life (Years) Number Exercisable at December 31, 2019 $ 8.6 $ 2.2 Total

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2019
Stock-Based Compensation
Schedule of share-based compensation expense	Year Ended December 31, 2019 2018 Research and development $ 75 $ - General and administrative 43 - Total stock-based compensation $ 118 $ -
Schedule of stock option plan activity	Weighted‑ Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value(1) Options Price Term (years) (in thousands) Outstanding at December 31, 2018 — $ — — $ — Granted 960,204 $ 0.63 — — Exercised (1,143) $ 0.63 — — Forfeited/Cancelled (325,784) $ 0.63 — — Outstanding at December 31, 2019 633,277 $ 0.63 9.1 $ 5,142 Vested and expected to vest at December 31, 2019 267,485 $ 0.63 9.1 $ 2,172 Options exercisable at December 31, 2019 231,478 $ 0.63 9.1 $ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of our common stock as of $8.75 per share at December 31, 2019.
Schedule of weighted-average assumptions, option-pricing model	Year Ended December 31, 2019 Expected stock price volatility % Expected life of options (years) Expected dividend yield % Risk free interest rate %

Net Loss Per Common Share (Tabl

Net Loss Per Common Share (Tables)	12 Months Ended
	Dec. 31, 2019
Net Loss Per Common Share
Schedule of potential common shares not considered in computation of diluted net loss per share	Year ended 2019 2018 Redeemable preferred stock — 4,801,020 Convertible notes — 1,476,047 Stock options 633,277 — Warrants 40,568 —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Taxes
Schedule of statutory federal income tax rate to the provision (benefit)	For the Year Ended December 31, 2019 2018 Income tax (benefit) provision at federal statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 6.3 6.3 Acquired in-process research and development expense (15.6) — Valuation allowance (10.4) (27.9) Convertible notes (1.6) — Research credits 0.8 1.0 Other (0.5) (0.4) Effective tax rate — % — %
Schedule of deferred tax assets and liabilities	Year Ended December 31, 2019 2018 Deferred tax assets: Federal and state operating loss carryforwards $ 8,805 $ 1,791 Foreign operating loss carryforwards 148 54 Acquired intangibles 2,167 2,315 Stock-based compensation 32 — Lease liability 32 — Other 29 — Research and development credit carryforwards 341 185 11,554 4,345 Valuation allowance - Domestic (11,372) (4,288) Valuation allowance - Foreign (148) (54) Total deferred tax assets, net of valuation allowance 34 3 Deferred tax liabilities: ROU asset (32) — Other (2) (3) Net deferred tax assets $ — $ —
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]	Loss before provision for taxes for the years ended December 31, 2019 and 2018 consisted of the following (in thousands): Year Ended December 31, 2019 2018 Loss before Income taxes: Domestic $ (20,935) $ (15,313) Foreign (377) (216) $ (21,312) $ (15,529)
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]	The components of income tax provision (benefit) consisted of the following for the years ended December 31, 2019 and 2018 (in thousands) : Year Ended December 31, 2019 2018 Tax Provision (Benefit): Current Domestic $ — $ — Foreign — — Total current tax provision (benefit) — — Deferred Domestic (7,085) (4,283) Foreign (94) (54) Total deferred tax provision (benefit) (7,179) (4,337) Change in valuation allowance - Domestic 7,085 4,283 Change in valuation allowance - Foreign 94 54 Total tax provision (benefit) $ — $ —

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2019
Related Party Transactions
Schedule of financing transactions with related parties	Original Principal Amount of Convertible Related Party Notes Purchase JK BioPharma Solutions, Inc. $ Roy Freeman, M.D. $
Schedule of assignment of convertible notes	Principal Amount of Convertible Related Party Notes Assigned The E&Healthcare Investment Fund II $ The E&Healthcare Investment Fund No. 6 $ The E&Healthcare Investment Fund No. 7 $

The Company and Basis of Pres_2

The Company and Basis of Presentation (Details) - USD ($) $ in Millions	2 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Redeemable Convertible Preferred Stock
Sale of Stock
Net proceeds		$ 16.8
Convertible notes
Sale of Stock
Net proceeds		$ 0.5
Series B Redeemable Convertible Preferred Stock
Sale of Stock
Net proceeds	$ 24.2

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)segment
Concentration of Credit Risk
Deposits in excess of federally insured amounts	$ 13,200
Income Taxes
Provision (benefit) for income taxes	$ 0
Segment Information
Number of operating segment | segment	1
Minimum
Estimated useful life	3 years
Maximum
Estimated useful life	5 years

Balance Sheet Detail (Details)

Balance Sheet Detail (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Balance Sheet Detail
Total property and equipment	$ 217	$ 3
Less accumulated depreciation	(17)
Property and equipment, net	200	3
Depreciation	17
Research and development equipment
Balance Sheet Detail
Total property and equipment	158
Office equipment
Balance Sheet Detail
Total property and equipment	$ 59	$ 3

Balance Sheet Detail - Accrued

Balance Sheet Detail - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Balance Sheet Detail
External research and development expenses	$ 915
Payroll related	160	$ 20
Professional services	158	12
Other	189	17
Total	$ 1,422	$ 49

Merger - Contingent Value Right

Merger - Contingent Value Rights Agreement (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Jul. 23, 2019
Merger Agreement
Percentage of gross consideration	80.00%
Contingent Value Rights Term	15 years
Contingent value rights term incase of other than grant, sale or transfer	10 years
Commitment to support develop gemcabene	$ 1
License Agreement with Beijing SL
Merger Agreement
Upfront payment to be received	$ 2.5	$ 2.5

Merger - Summarizes the purchas

Merger - Summarizes the purchase price (Details) $ / shares in Units, $ in Thousands	Dec. 30, 2019USD ($)$ / sharesshares
Merger
Number of shares of the combined organization owned by the Company’s pre-Merger stockholders | shares	594,850
Multiplied by the fair value per share of GEMP's common stock (1) | $ / shares	$ 7.50
Fair value of common stock issued to affect the Merger	$ 4,461
Fair value of warrants issued to affect the Merger	4
Transaction costs	7,674
Purchase price	$ 12,139

Merger - Allocation of the purc

Merger - Allocation of the purchase price (Details) $ in Thousands	Dec. 30, 2019USD ($)
Merger
Cash acquired	$ 1,525
Net liabilities assumed	1,537
IPR&D (2)	12,151
Purchase price	$ 12,139

Commitments and Contingencies -

Commitments and Contingencies - Operating Leases - (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Sep. 30, 2019	May 31, 2019
Lessee, Lease, Description [Line Items]
Lease expense	$ 134
Lease expense		$ 68
Term of contract				5 years
Option to renew	true
Renewal term				5 years
Right-of-use assets and other	$ 150	$ 9	$ 126
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]			Operating lease, liability current
Operating lease, liability current	$ 22		$ 20
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term Debt and Lease Obligation Other Than Convertible Notes		nrbo:LongTermDebtAndLeaseObligationOtherThanConverti
Operating lease, liability noncurrent	$ 94		$ 106
Operating lease discount rate	10.00%
Weighted average remaining lease term	4 years 6 months
Non-cash expense related to Korea lease	$ 126
Operating lease cash payments	16
Korea
Lessee, Lease, Description [Line Items]
Non-cash expense related to Korea lease	10
Head Quarters in Boston Lease [Member]
Lessee, Lease, Description [Line Items]
Term of contract			1 year
Right-of-use assets and other	$ 0

Commitments and Contingencies_2

Commitments and Contingencies - Operating Lease - Lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Future minimum lease payments at December 31, 2018
2019		$ 57
Total minimum payments		$ 57
Maturity of the lease liability was as follows (in thousands):
2020	$ 32
2021	32
Total lease payments	144
Head Quarters in Boston Lease [Member]
Maturity of the lease liability was as follows (in thousands):
2020	204
2021	21
Total lease payments	$ 225

Commitments and Contingencies_3

Commitments and Contingencies - Operating Lease - New Boston lease (Details) - USD ($) $ in Thousands	1 Months Ended
	Sep. 30, 2019	Dec. 31, 2019	May 31, 2019	Dec. 31, 2018
Maturity of the lease liability was as follows (in thousands):
2020		$ 32
2021		32
2022		32
2023		32
2024		16
Total lease payments		144
Less effect of discounting		(28)
Total		116
Short-term portion	$ (20)	(22)
Long-term portion	$ 106	$ 94
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	nrbo:LongTermDebtAndLeaseObligationOtherThanConverti	Long-term Debt and Lease Obligation Other Than Convertible Notes
Agreement Term			5 years
Right-of-use assets	$ 126	$ 150		$ 9
Lease liability		116
Head Quarters in Boston Lease [Member]
Maturity of the lease liability was as follows (in thousands):
2020		204
2021		21
Total lease payments		225
Total		0
Agreement Term	1 year
Monthly rental cost	$ 21
Right-of-use assets		0
Lease liability		$ 0
Rent concessions granted by the landlord	$ 32

Commitments and Contingencies_4

Commitments and Contingencies - Xiehecheng Cultivation Service Agreement (Details) - Xiehecheng Chinese Herm Limited Corporation - Cultivation Service Agreement [Member] $ in Thousands	Dec. 31, 2019USD ($)
Other Commitments [Line Items]
2020	$ 220
2021	220
2022	220
Other Commitment, Total	$ 660

Commitments and Contingencies_5

Commitments and Contingencies -Pfz (Details) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2019
License Agreements
Milestones or royalty payments triggered		$ 0
Pfizer, Inc. | License Agreement
License Agreements
Number of years after the first commercial sale	P5Y
Notice period	90 days
Pfizer, Inc. | License Agreement | Milestone Payments | Maximum | Pfizer, Inc.
License Agreements
Potential payments upon achievement of certain milestones	$ 37,000,000

License Agreement (Details)

License Agreement (Details) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2019
License Agreements
Milestones or royalty payments triggered		$ 0
Pfizer, Inc. | License Agreement
License Agreements
Number of years after the first commercial sale	P5Y
Notice period	90 days
Pfizer, Inc. | License Agreement | Milestone Payments | Maximum | Pfizer, Inc.
License Agreements
Potential payments upon achievement of certain milestones	$ 37,000,000

License Agreement - Beijing (De

License Agreement - Beijing (Details) - License Agreement with Beijing SL - USD ($) $ in Thousands	Jul. 23, 2019	Dec. 31, 2019
License Agreements
Revenue recognized from the agreement		$ 0
Upfront payment to be received	$ 2,500	$ 2,500
Period from effective date within which upfront gross payment to be paid	45 days
Developmental and regulatory milestone payment eligible to be received	$ 6,000
Global net sales milestone payment to be received	$ 20,000
Maximum
License Agreements
Percentage of royalty on net sales		20.00%

Debt (Details)

Debt (Details) - USD ($)	Oct. 23, 2019	Oct. 22, 2019	Feb. 28, 2018	Dec. 31, 2019	Dec. 31, 2018
Debt
Conversion price	$ 0.40
Amount was recorded as a credit to additional paid in capital				$ 49,130,000	$ 2,266,000
Loss on note extinguishment				(1,114,000)
Debt beneficial conversion feature				$ 104,000	401,000
Convertible notes
Debt
Proceeds from debt issued			$ 500,000
Shares issued on debt conversion			1,565,300
Conversion price	$ 0.40
Fair value of notes	$ 11,200,000
Face value of notes	9,800,000
Amount was recorded as a credit to additional paid in capital	10,600,000
Loss on note extinguishment	1,100,000
Convertible interest rate (as a percentage)				5.00%
Interest on principal				$ 25,000	23,000
Debt beneficial conversion feature	104,000	$ 401,000
Amortization of debt discount				$ 104,000	$ 18,000
Debt discount	$ 300,000

Stockholders_ Equity (Deficit_2

Stockholders’ Equity (Deficit) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)Vote / sharesshares	Dec. 31, 2018USD ($)shares
Common Stock
Common stock, shares authorized	100,000,000	45,800,000
Common stock, shares issued	15,592,718	5,166,812
Common stock, shares outstanding	15,592,718	5,166,812
Issuance costs | $	$ 74	$ 54
Common Stock
Common Stock
Common stock, vote per share | Vote / shares	1
Issuance of redeemable convertible preferred stock (in shares)	594,850

Stockholders_ Equity (Deficit_3

Stockholders’ Equity (Deficit) - Dividend Rights (Details) - Common Stock	12 Months Ended
	Dec. 31, 2019USD ($)Vote / shares
Dividends Rights
No dividends declared | $	$ 0
Voting Rights
Common stock, vote per share | Vote / shares	1

Stockholders_ Equity (Deficit_4

Stockholders’ Equity (Deficit) - Preferred stock (Details) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Stockholders’ Equity (Deficit)
Preferred stock, par value (in dollar per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Stockholders_ Equity (Deficit_5

Stockholders’ Equity (Deficit) - Warrants (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Warrants
Number Outstanding	40,568
Number Exercisable	40,568
$186.75
Warrants
Exercise price | $ / shares	$ 186.75
Number Outstanding	1,440
Weighted Average Remaining Contractual Life	8 years 7 months 6 days
Number Exercisable	1,440
$260.00
Warrants
Exercise price | $ / shares	$ 260
Number Outstanding	39,128
Weighted Average Remaining Contractual Life	2 years 2 months 12 days
Number Exercisable	39,128

Redeemable Preferred Stock (Det

Redeemable Preferred Stock (Details) - USD ($)	Dec. 30, 2019	Apr. 30, 2018	Jun. 30, 2019
SeriesA and Series B Redeemable Convertible Preferred Stock
Redeemable Preferred Stock
Number of stock converted	8,264,613
Conversion ratio	1
SeriesA Redeemable Convertible Preferred Stock
Redeemable Preferred Stock
Shares issued (in shares)		$ 4,801,020
Shares price (in dollars per share)		$ 3.50
Gross proceeds		$ 16,800,000
Series B Redeemable Convertible Preferred Stock
Redeemable Preferred Stock
Shares issued (in shares)			$ 3,463,593
Shares price (in dollars per share)			$ 7
Gross proceeds			$ 24,240,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Stock-Based Compensation
Share-based compensation	$ 118
General and administrative
Stock-Based Compensation
Share-based compensation	43
Research and development
Stock-Based Compensation
Share-based compensation	$ 75

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 13, 2020	Dec. 31, 2019	Dec. 31, 2019
Stock Options, Additional Disclosures
Granted (in shares)	60,000
2018 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)		1,497,891	1,497,891
2019 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)		3,000,000	3,000,000
Maximum | 2019 Plan
Stock Options, Additional Disclosures
Common stock reserved for issuance (in shares)		6,680,000	6,680,000
Stock options
Stock Options, Additional Disclosures
Granted (in shares)			960,204
Exercised (in shares)			(1,143)
Forfeited/Cancelled (in shares)			(325,784)
Outstanding, Number, Ending Balance (in shares)		633,277	633,277
Vested and exercisable (in shares)		231,478	231,478
Vested and expected to vest (in shares)		267,485	267,485
Granted (in dollars per share)			$ 0.63
Exercise price (in dollars per share)			0.63
Forfeited/Cancelled (in dollars per share)			0.63
Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share)		$ 0.63	0.63
Vested and exercisable (in dollars per share)		0.63	0.63
Vested and expected to vest (in dollars per share)		$ 0.63	$ 0.63
Options, Outstanding, Weighted Average Remaining Contractual Term (years)			9 years 1 month 6 days
Vested and exercisable (years)			9 years 1 month 6 days
Vested and expected to vest (years)		9 years 1 month 6 days
Options, Outstanding, Aggregate Intrinsic Value		$ 5,142	$ 5,142
Vested and exercisable		1,880	1,880
Vested and expected to vest		$ 2,172	$ 2,172
Common stock aggregate intrinsic value of exercise price			$ 8.75
Weighted average fair value per share of options granted			$ 0.50

Stock-Based Compensation - Assu

Stock-Based Compensation - Assumptions (Details)	12 Months Ended
	Dec. 31, 2019
Stock-Based Compensation
Expected stock price volatility	75.00%
Expected life of options (years)	10 years
Expected dividend yield	0.00%
Risk free interest rate	2.75%

Stock-Based Compensation - Ever

Stock-Based Compensation - Evergreen provision (Details) - USD ($) $ / shares in Units, $ in Millions	Jan. 01, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of Options
Available for future issuance		3,863,471	3,863,471
Unrecognized share-based compensation
Unrecognized share-based compensation - Weighted average period		3 months 18 days
Stock options
Number of Options
Weighted average fair value per share of options vested		$ 0.50
Forfeited, nonvested		325,784
Unrecognized share-based compensation
Unrecognized share-based compensation cost		$ 17
2019 Plan
Number of Options
Period of automatic increase in shares reserved		10 years
Percentage of the common shares outstanding (as a percent)		4.00%
Aggregate maximum number of shares of common stock that may be issued		3,000,000
Number of shares added (In shares)	623,708
2019 Plan | Stock options
Number of Options
Vested		231,478
Maximum | 2019 Plan
Number of Options
Aggregate maximum number of shares of common stock that may be issued		6,680,000

Net Loss Per Common Share - Ant

Net Loss Per Common Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Redeemable preferred stock
Potential common shares
Potential common shares		4,801,020
Convertible notes
Potential common shares
Potential common shares		1,476,047
Stock options
Potential common shares
Potential common shares	633,277
Warrants
Potential common shares
Potential common shares	40,568

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) $ in Thousands	Dec. 31, 2019USD ($)
Recurring
Fair value measurements
Total liabilities at Fair Value	$ 0
Nonrecurring
Fair value measurements
Total liabilities at Fair Value	$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes
Income tax (benefit) provision at federal statutory rate (as a percent)	21.00%	21.00%
Income tax benefit (expense)	$ 0

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of income tax (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Reconciliation of income tax:
Income tax (benefit) provision at federal statutory rate (as a percent)	21.00%	21.00%
State income tax, net of federal benefit (as a percent)	6.30%	6.30%
Acquired in-process research and development expense	(15.60%)
Valuation allowance	(10.40%)	(27.90%)
Convertible notes (as a percent)	(1.60%)
Research credits (as a percent)	0.80%	1.00%
Other (as a percent)	(0.50%)	(0.40%)

Income Taxes -Tax provision (Be

Income Taxes -Tax provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Loss before Income taxes:
Domestic	$ (20,935)	$ (15,313)
Foreign	(377)	(216)
Loss before income taxes	(21,312)	(15,529)
Deferred
Domestic	(7,085)	(4,283)
Foreign	(94)	(54)
Total deferred tax provision (benefit)	(7,179)	(4,337)
Change in valuation allowance - Domestic	7,085	4,283
Change in valuation allowance - Foreign	94	$ 54
Total tax provision (benefit)	$ 0

Income Taxes -Significant compo

Income Taxes -Significant components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Federal and state operating loss carryforwards	$ 8,805	$ 1,791
Foreign operating loss carryforwards	148	54
Acquired intangibles	2,167	2,315
Stock-based compensation	32
Lease Liability	32
Other	29
Research and development credit carryforwards	341	185
Total deferred tax assets	11,554	4,345
Total deferred tax assets, net of valuation allowance	34	3
Deferred tax liabilities:
ROU Asset	(32)
Lease liabilities and other	(2)	(3)
Domestic
Deferred tax assets:
Valuation allowance	(11,372)	(4,288)
Foreign
Deferred tax assets:
Valuation allowance	$ (148)	$ (54)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating loss carryforwards
Deferred Tax Assets, Gross	$ 11,554,000	$ 4,345,000
Federal net operating loss carryforwards	32,100,000	6,500,000
Research and development credit carryforwards	341,000	185,000
State net operating loss carryforwards	32,500,000	6,700,000
State research credit carryforwards	$ 200,000	100,000
Income tax:
Threshold percentage of shareholders ownership change	5.00%
Minimum increase in ownership percentage annual limitation may result in expiration of NOL and credits	50.00%
Period for testing percentage of ownership change	36 months
Uncertain tax positions	$ 0
Interest or penalties	0	0
Foreign
Operating loss carryforwards
Deferred Tax Assets, Valuation Allowance, Total	148,000	54,000
Operating Loss Carryforwards	$ 600,000	$ 200,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 30, 2019	Sep. 28, 2018	Jan. 18, 2018	Apr. 30, 2018	Feb. 28, 2018	Jan. 31, 2018	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Oct. 31, 2019	Oct. 23, 2019
Related Party Transaction [Line Items]
Related Party Costs	$ 227,000,000
SeriesA and Series B Redeemable Convertible Preferred Stock
Related Party Transaction [Line Items]
Number of shares issued for each converted preferred stock	1
SeriesA Redeemable Convertible Preferred Stock
Related Party Transaction [Line Items]
Shares issued (in shares)				$ 4,801,020
Shares price (in dollars per share)				$ 3.50
Gross proceeds				$ 16,800,000
Series B Redeemable Convertible Preferred Stock
Related Party Transaction [Line Items]
Shares issued (in shares)							$ 3,463,593
Shares price (in dollars per share)							$ 7
Gross proceeds							$ 24,240,000
Convertible notes
Related Party Transaction [Line Items]
Principal amount											$ 9,800,000
Manufacturing Agreement
Related Party Transaction [Line Items]
Related Party Costs								$ 314
Investor | Convertible notes
Related Party Transaction [Line Items]
Principal amount					$ 500
Dong-A ST | License Agreement
Related Party Transaction [Line Items]
Total consideration						$ 2,300,000
Dong-A ST | Acquisition Agreement
Related Party Transaction [Line Items]
Total consideration			$ 6,500,000
Dong-A ST | Manufacturing Agreement
Related Party Transaction [Line Items]
Term of agreement		5 years
Related Party Costs									$ 383
Period for dismission of allegations.								30 days
JK BioPharma Solutions, Inc. | Linguistic transaction
Related Party Transaction [Line Items]
Total consideration					32
JK BioPharma Solutions, Inc. | Assignment of convertible notes
Related Party Transaction [Line Items]
Principal amount										$ 200
JK BioPharma Solutions, Inc. | Convertible notes
Related Party Transaction [Line Items]
Principal amount					400,000
The E&Healthcare Investment Fund II | Convertible notes
Related Party Transaction [Line Items]
Principal amount										116,000
The E&Healthcare Investment Fund No. 6 | Convertible notes
Related Party Transaction [Line Items]
Principal amount										32,000
The E&Healthcare Investment Fund No. 7 | Convertible notes
Related Party Transaction [Line Items]
Principal amount										$ 52,000
Roy Freeman, M.D. | Convertible notes
Related Party Transaction [Line Items]
Principal amount					$ 100,000
NeuroBo | Investor | Minimum
Related Party Transaction [Line Items]
Ownership interest					5.00%
NeuroBo | Dong-A ST
Related Party Transaction [Line Items]
Ownership interest						5.00%

Defined Contribution Plan (Deta

Defined Contribution Plan (Details)	12 Months Ended
	Dec. 31, 2019
Defined Contribution Plan Disclosure [Line Items]
Minimum age of employee to cover under the plan	21 years
Employer matches vesting period	6 years
Percentage of employee contribution vested on their contribution	100.00%
Maximum
Defined Contribution Plan Disclosure [Line Items]
Employee compensation deferred percentage	90.00%

Subsequent Events (Details)

Subsequent Events (Details) $ in Thousands	Jan. 13, 2020employeeinstallmentshares	Dec. 31, 2019USD ($)
Subsequent Events
Product Liability Contingency, Loss Exposure Not Accrued, Best Estimate		$ 650
Number of non-employee directors | employee	6
Granted (in shares) | shares	60,000
Number of equal monthly installments | installment	36
Maximum
Subsequent Events
Product Liability Contingency, Loss Exposure Not Accrued, Best Estimate		$ 1,100

Uncategorized Items - nrbo-2019

Label	Element	Value
Seriesa Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stocks [Member]
Temporary Equity, Stock Issued During Period, Value, New Issues	us-gaap_TemporaryEquityStockIssuedDuringPeriodValueNewIssues	$ 16,746,000
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	4,801,020