Sec Form 13G Filing - Altium Capital Management LP filing for NEUROBO PHARMACEUTICALS INC CO (NRBO) - 2022-11-17

(Name of Issuer)

64132R206

(CUSIP Number)

NAME OF REPORTING PERSONS
Altium Capital Management, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653

(a) ☐

(b) ☒

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.7%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

IA, PN

NAME OF REPORTING PERSONS
Altium Growth Fund, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101

(a) ☐

(b) ☒

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.7% ⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSONS

Altium Growth GP, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430

(a) ☐

(b) ☒

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

312,430 shares of Common Stock

333,333 shares of Common Stock issuable upon exercise of Series A Warrants ⁽¹⁾

333,333 shares of Common Stock issuable upon exercise of Series B Warrants ⁽¹⁾

8333 shares of Series B Convertible Preferred Stock

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.7% ⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

 OO

Name of Issuer:

NeuroBo Pharmaceuticals, Inc. (the “Issuer”)

Address of Issuer’s Principal Executive Offices:

200 Berkeley Street, Office 19th Floor

Boston, Massachusetts 02116

Name of Person Filing:

This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, th e Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person. Based on 4,035,696 shares of Common Stock outstanding as of November 4, 2022, as set forth in the Issuer’s Form 424(b)4 filed with the Securities and Exchange Commission on November 7, 2022.

Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased

Common Stock in addition to Series A Warrants, Series B Warrants and Series B Convertible Preferred Stock (collectively the “Reported Warrants and Preferred Stock”). The Reporting Persons cannot exercise the Reported Warrants and Preferred Stock to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Warrant and Preferred Stock Blockers”). The percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to convert any of the Reported Warrants and Preferred Stock.