Gemphire Therapeutics Announces Stockholder Approval of Proposals Required for Merger with NeuroBo Pharmaceuticals
December 06 2019 - 8:43AM
Gemphire Therapeutics Inc. (NASDAQ:GEMP) announced today that,
based upon the final vote count certified by the independent
inspector of elections for the annual meeting of stockholders held
December 6, 2019, its stockholders approved all of the
merger-related proposals, including: (i) the issuance of Gemphire
common stock pursuant to the Agreement and Plan of Merger and
Reorganization, dated July 24, 2019, by and among Gemphire, GR
Merger Sub Inc. and NeuroBo Pharmaceuticals, Inc. and the change of
control of Gemphire resulting from the merger, (ii) a reverse stock
split of Gemphire common stock, at a ratio of one new share for
every 15 to 25 shares outstanding and (iii) changing the name of
Gemphire from “Gemphire Therapeutics Inc.” to “NeuroBo
Pharmaceuticals, Inc.”
“We thank our
stockholders for strongly supporting this transaction with
NeuroBo,” commented Steven Gullans, President and CEO of
Gemphire. “NeuroBo’s President and CEO, John L. Brooks, III,
is an outstanding leader who will guide the combined company
forward with an exciting pipeline of therapeutic candidates.”
As previously announced, the Boards of Directors
of both Gemphire and NeuroBo unanimously approved the merger, which
is expected to be consummated in mid-December 2019. In connection
with the closing of the transaction, Gemphire will change its name
to NeuroBo Pharmaceuticals, Inc. and the Company’s shares are
expected to commence trading on The Nasdaq Capital Market under the
symbol “NRBO”.
Forward-Looking Statements
Statements contained
in this press release regarding matters that are not historical
facts are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements concerning the
structure, timing and completion of our proposed merger with
NeuroBo, and NeuroBo’s future operations, financial position and
revenue. The parties may not actually achieve the proposed merger
or otherwise carry out the intentions or meet the expectations or
projections disclosed in our forward-looking statements, and you
should not place undue reliance on these forward-looking
statements. Because such statements are subject to risks and
uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. These
forward-looking statements are based upon Gemphire and NeuroBo’s
current expectations and involve assumptions that may never
materialize or may prove to be incorrect. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of various risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with the ability to consummate the
proposed merger. Risks and uncertainties facing Gemphire and
NeuroBo are described more fully in Gemphire’s periodic reports and
the Form S-4 registration statement filed with the Securities and
Exchange Commission. All forward-looking statements contained in
this press release speak only as of the date on which they were
made. Gemphire undertakes no obligation to update such statements
to reflect events that occur or circumstances that exist after the
date on which they were made.
Gemphire Contact:
Ashley RobinsonLifeSci Advisors LLC(617) 535-7742
NeuroBo Contact:
Nicole FranklinRacepoint Global(617)
624-3264nfranklin@racepointglobal.com
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