Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Pursuant to the Merger Agreement, First Merger Sub merged with and into ANA,
pursuant to which ANA was the surviving entity and became a wholly owned
subsidiary of NeuroBo (the "First Merger"). Immediately following the First
Merger, ANA merged with and into Second Merger Sub, pursuant to which Second
Merger Sub was the surviving entity (the "Second Merger," together with the
First Merger, the "Merger"). Second Merger Sub is a wholly-owned subsidiary of
NeuroBo and changed its name to
Pursuant to the Merger Agreement, following the closing of the Merger, NeurobBo is obligated to pay milestone payments (each, a "Milestone Payment") to certain persons identified in the Merger Agreement (each a "Stakeholder" and collectively, the "Stakeholders") in the form, time and manner as set forth in the Merger Agreement, upon the achievement of the following milestone events set forth below by NeuroBo or any of its affiliates (each, a "Milestone Event"):
(i) Development Milestones.
Milestone Event Milestone Payment
First receipt of Marketing Approval (as defined in the Merger Agreement) from the FDA for any Niclosamide Product (as defined in the Merger Agreement)
$ 45.0 million (ii) Sales Milestones.
Milestone Event - Worldwide Cumulative
Milestone Payment$500 million $ 9.0 million$1 billion $ 13.5 million$3 billion $ 36.0 million$5 billion $ 72.0 million
Additionally, pursuant to the Merger Agreement, NeuroBo is obligated to pay certain single-digit royalty payments (each, a "Royalty Payment") to the Stakeholders in the form, time and manner as set forth in the Merger Agreement, following the first commercial sale of each Niclosamide Product (as defined in the Merger Agreement) on a country-by-country and Niclosamide Product-by-Niclosamide Product basis.
If, at the closing of the Merger, the fair market value of the Milestone Payments and Royalty Payments (the "Contingent Consideration"), as determined by an independent valuation firm nationally recognized in valuation matters selected by ANA and reasonably acceptable to NeuroBo (the "Contingent Consideration Value"), is greater than 60% of the Total Consideration Value (as defined in the Merger Agreement), no more than 60% of each Milestone Payment may be paid in cash and the remainder shall be paid in NeuroBo Common Stock (any such shares, "Milestone Consideration Shares").
The Merger Agreement further provides that NeuroBo and the Representative may agree that the payment of certain Milestone Payments be in the form of the NeuroBo's Common Stock. If the Representative and NeuroBo have agreed to
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pay a portion of a Milestone Payment in shares of NeuroBo Common Stock, any such payments shall be made in accordance with Nasdaq Listing Rule 5635, and if necessary shall have been approved by the stockholders of NeuroBo prior to issuance.
Additionally, the Merger Agreement provides that NeuroBo shall prepare and file
or cause to be prepared and filed with the
Pursuant to the Merger Agreement, NeuroBo, the Representative and an escrow agent entered into an Escrow Agreement pursuant to which 405,472 shares of NeuroBo Common Stock will be held in escrow for a period of fifteen months, to secure the indemnification obligations as contemplated by the Merger Agreement.
Additionally, pursuant to the Merger Agreement, NeuroBo and certain Stakeholders entered into indemnification support agreements wherein the Stakeholders agreed (i) to be bound by the indemnification obligations
set forth in the Merger Agreement and (ii) to pay a pro rata share of certain losses as set forth in the Merger Agreement.
The Board of Directors of NeuroBo (the "Board") unanimously approved the Merger . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The shares of NeuroBo Common Stock issued in the Merger were offered and sold in transactions exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof. Each of the Stakeholders are "accredited investors," as defined in Rule 501(a) of Regulation D.
Such shares have not been registered under the Securities Act and may not be
offered or sold in
Departure of Directors or Certain Officers; Election of Directors; Item 5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. Appointment of Director
In connection with the Merger, on
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by resolution from seven to eight directors, in accordance with NeuroBo's Third
Amended and Restated Certificate of Incorporation.
Pursuant to an Employment Agreement between NeuroBo and
If
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which will be filed by the Company with the 10-K.
Notice of Non-Renewal
Pursuant to the terms of the consulting agreement between NeuroBo and vZenium
LLC, a
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
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(b) Pro Forma Financial Information
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedDecember 31, 2020 , by and amongNeuroBo Pharmaceuticals, Inc. , Shelby Merger Sub 1, Inc.,Shelby Merger Sub 2, LLC,ANA Therapeutics, Inc. , andAkash Bakshi (1) 10.1 Form of Support Agreement 10.2 Form of Lock-Up Agreement 99.1 Press Release, datedJanuary 6, 2021 Schedules and annexes have been omitted from this filing pursuant to Item
601(b)(2) of Regulation S-K. NeuroBo agrees to furnish supplementally a copy
(1) of any omitted schedule or annex to the
however, that NeuroBo may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or annex so furnished. -6-
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