Sec Form 4 Filing - KOVEN ANDREW I @ NeuroBo Pharmaceuticals, Inc. - 2023-07-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KOVEN ANDREW I 2. Issuer Name and Ticker or Trading Symbol NeuroBo Pharmaceuticals, Inc. [ NRBO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NEUROBO PHARMACEUTICALS, INC., 200 BERKELEY STREET, OFFICE 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2023 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/27/2023 A 87,500 ( 1 ) ( 2 ) A $ 0 87,500 D Common Stock 07/27/2023 A 12,500 ( 1 ) ( 3 ) A $ 0 100,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KOVEN ANDREW I C/O NEUROBO PHARMACEUTICALS, INC. 200 BERKELEY STREET, OFFICE 19TH FLOOR BOSTON, MA02116 X Signatures /s/ Phillip D. Torrence, by Power of Attorney 07/28/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of restricted stock units ("RSUs") issued to the reporting person under the Issuer's 2022 Equity Incentive Plan. Per the terms of the Amended and Restated Non-Employee Director Compensation Policy, the reporting person elected to defer receipt of the shares of common stock upon the vesting of the RSUs until the earlier of the date that is (i) immediately prior to a Change in Control (as described in the Policy), or (ii) within 60 days following the reporting person's retirement or other separation form service with the Issuer or death, whichever is earlier. ( 2 )50% of the RSUs vested immediately, and the remainder will vest in two equal installments on each subsequent anniversary of the date of grant, subject to continuing service. ( 3 )Vests on the earlier of July 27, 2024 or the day prior to the Issuer's next annual meeting of stockholders occurring after the grant date, subject to continuing service.

Remarks: Exhibit 24, Power of Attorney, is attached.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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