Sec Form 4 Filing - Oh Jeong Gyun @ NeuroBo Pharmaceuticals, Inc. - 2019-12-30

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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
Oh Jeong Gyun
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NEUROBO PHARMACEUTICALS, INC., 177 HUNTINGTON AVENUE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
12/30/2019
(Street)
BOSTON, MA02115
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 12/30/2019 A 1,817,842 A 1,817,842 I Held by JK BioPharma Solutions, Inc. ( 2 ) ( 5 )
Common Stock 12/30/2019 A 240,051 A 240,051 I Held by spouse. ( 5 )
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
Oh Jeong Gyun
C/O NEUROBO PHARMACEUTICALS, INC.
177 HUNTINGTON AVENUE, SUITE 1700
BOSTON, MA02115
X X
Signatures
/s/ Jeong Gyun Oh 01/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in connection with the closing of the merger of GR Merger Sub Inc., a wholly-owned subsidiary of the Issuer, with and into NeuroBo Therapeutics, Inc. (formerly NeuroBo Pharmaceuticals, Inc.) ("NeuroBo") on December 30, 2019, in exchange for (i) 1,000,000 shares of common stock of NeuroBo and (ii) 590,274 shares of common stock of NeuroBo issued upon conversion of convertible promissory notes of NeuroBo, which conversion occurred immediately prior to the closing of the Merger, held by JK BioPharma Solutions, Inc.
( 2 )Mr. Oh is the President and Chief Executive Officer of JK BioPharma Solutions, Inc., and as such has voting and investment control over the shares held by JK BioPharma Solutions, Inc.
( 3 )Received in connection with the closing of the Merger in exchange for 210,000 shares of common stock of NeuroBo issued upon the conversion of Series B preferred stock of NeuroBo, which conversion occurred immediately prior to the closing of the Merger, held by the spouse of Jeong Gyun Oh.
( 4 )In connection with the closing of the Merger, each share of NeuroBo common stock was exchanged for 1.1431 shares of the Issuer's common stock.
( 5 )The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:
All share and per share amounts of the Issuer's common stock and stock options reported in this Form 4 reflect the 10,000-for-1 reverse stock split of the NeuroBo's common stock effected on August 13, 2019.

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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