UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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| SEC FILE NUMBER 001-37809 |
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(Check One): |
| ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
| CUSIP NUMBER 64132R107 |
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| For Period Ended: December 31, 2020 |
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| ☐ Transition Report on Form 10-K |
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| ☐ Transition Report on Form 20-F |
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| ☐ Transition Report on Form 11-K |
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| ☐ Transition Report on Form 10-Q |
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| ☐ Transition Report on Form N-SAR |
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| For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
NeuroBo Pharmaceuticals, Inc.
Full Name of Registrant
Gemphire Therapeutics, Inc.
Former Name if Applicable
200 Berkeley Street, Office 19th Floor
Address of Principal Executive Officer (Street and Number)
Boston, Massachusetts 02116
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).
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| (a) |
| The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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| (b) |
| The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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| (c) |
| The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if needed.)
NeuroBo Pharmaceuticals, Inc. (the “Company”) is unable to file its Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”) by the deadline of the March 31, 2021 filing date (the prescribed due date) because the Company needs additional time to complete its analysis related to acquisition accounting matters.
The Company anticipates filing the Form 10-K as soon as practicable and no later than 15 calendar days following the prescribed due date, in accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV - OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
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Richard Kang |
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| (857) |
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| 702-9600 |
(Name) |
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| (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Based on the preliminary information currently available, the Company anticipates reporting the following significant changes in results of operations for the fiscal year:
The Company expects to report net loss of $29.7 million for the year ended December 31, 2020, compared to $21.3 million for the year ended December 31, 2019.
NeuroBo Pharmaceuticals, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
| March 31, 2021 |
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| By |
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| /s/ Richard Kang |
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| Richard Kang |
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| President and Chief Executive Officer |
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