UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 10, 2017
NEUROTROPE, INC.
(Exact name of registrant as specified
in its charter)
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Nevada
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000-55275
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46-3522381
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
Number)
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205 East 42nd Street, 16th Floor
New York, New York 10017
(Address of principal executive offices,
including ZIP code)
(973) 242-0005
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.03
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Material
Modifications of Rights of Security Holders.
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The information set forth in Item 5.03
is incorporated herein by reference.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws.
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Amendment to Articles of Incorporation
On January 10, 2017, Neurotrope, Inc. (the
“
Company
”) filed a certificate of change to its articles of incorporation with the Secretary of State of the
State of Nevada to effect a one-for-thirty-two (32) reverse stock split of the Company’s shares of common stock. Such reverse
stock split and ratio were previously approved by the Company’s board of directors.
As a result of the reverse stock split,
every thirty-two (32) shares of the Company’s pre-reverse split common stock were combined and reclassified into one share
of common stock. Proportionate voting rights and other rights of common stock holders will not be affected by the reverse stock
split. Stockholders who would otherwise hold a fractional share of common stock will receive an increase to their common stock
as the common stock will be rounded up to a full share. No fractional shares will be issued in connection with the reverse stock
split. In addition, the Company’s pre-reverse split 400,000,000 authorized shares of common stock was proportionately reduced
to 12,500,000 authorized shares of common stock as a result of the reverse stock split.
The reverse stock split became effective
as of 5:00 p.m., Eastern Standard Time, on January 11, 2017, and the Company’s common stock will trade on the OTC Market
on a post-split basis at the open of business on January 12, 2017. The Company’s post-reverse split common stock has a new
CUSIP number: 64129T207, but the par value and other terms of the common stock are not affected by the reverse stock split.
As a result of the reverse stock split,
all options and warrants of the Company outstanding immediately prior to the reverse stock split will be adjusted by dividing the
number of shares of common stock into which the options and warrants are exercisable by 32 and multiplying the exercise price thereof
by 32, all in accordance with the terms of the plans, agreements or arrangements governing such options and warrants.
Stockholders who are holding their shares
in electronic form at brokerage firms do not need to take any action, as the effect of the reverse stock split will automatically
be reflected in their brokerage accounts. Stockholders of the Company will be mailed a letter of transmittal to exchange their existing stock certificates
for new stock certificates in connection with the reverse stock split.
Under Nevada law, because the reverse
stock split was approved by the Board of Directors of the Company in accordance with Nevada Revised Statutes (“
NRS
”)
Section 78.207, no stockholder approval is required. Pursuant to NRS Section 78.207, the Company may effect the reverse stock split
without stockholder approval if (i) both the number of authorized shares of the common stock and the number of issued and outstanding
shares of common stock are proportionally reduced as a result of the reverse stock split, (ii) the reverse stock split does not
adversely affect any other class of stock of the Company and (iii) the Company does not pay money or issue scrip to stockholders
who would otherwise be entitled to receive a fractional share as a result of the reverse stock split. As described herein, the
reverse stock split complies with these requirements.
On January 12, 2017, the Company issued
a press release with respect to the reverse stock split, which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the certificate of change to the articles of incorporation is being filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
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Number
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Description
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3.1
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Certificate of Change to the Articles of Incorporation of Neurotrope, Inc., effective with the Secretary of State of the State of Nevada on January 11, 2017
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99.1
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Press Release issued by Neurotrope, Inc. on January 12, 2017
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NEUROTROPE, INC.
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Dated: January 12, 2017
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By:
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/s/ Robert Weinstein
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Name:
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Robert Weinstein
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Title:
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Chief Financial Officer, Executive
Vice President, Secretary and Treasurer
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Exhibit 3.1
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BARBARA
K. CEGAVSKE
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Secretary
of State
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202
North Carson Street
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Carson
City, Nevada 89701-4201
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(775)
684-5708
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Website:
www.nvsos.gov
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Certificate
of Change Pursuant
to NRS 78.209
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate
of Change filed Pursuant to NRS 78.209
For
Nevada Profit Corporations
1. Name of corporati
on:
2.
The board of directors
have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3.
The current number
of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
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400,000
,000 authorized shares of common stock, par value $0.0001 per share
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50
,000,000 shares of preferred stock, par value $0.0001 per share
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4.
The number of authorized
shares and the par value, if any, of each class or series, if any, of shares after the change:
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12,500,000 authorized shares of common stock, par value $0.0001 per share
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50,
000,000 shares of preferred stock, par value $0.0001 per share
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5.
The number of shares
of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or
series:
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One (1) share of common stock after the change will be issued in exchange for every 32 shares of common stock held by each record holder immediately prior to the effective date and time of the change
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6.
The provisions,
if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled
to a fraction of a share and the percentage of outstanding shares affected thereby:
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Any fractional share of common stock that would otherwise result from the change will be rounded up to the nearest whole share of common stock
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7.
Effective date and time of filing: (optional)
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Date:
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01/11/2017
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Time:
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5:00
PM EST
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8.
Signature : (required)
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(must
not be later than 90 days after the certificate is filed)
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/s/ Robert Weinstein
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Chief Financial Officer
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Signature of Officer
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Title
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IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State Stock Split
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Revised: 1-5-15
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Exhibit 99.1
Neurotrope Announces Reverse Split of
Common Stock in Preparation for NASDAQ Uplisting
NEW YORK, January 12, 2017, /PRNewswire/ -- Neurotrope, Inc.
(OTCQB: NTRP), a clinical-stage biopharmaceutical company developing novel therapies for neurodegenerative diseases, including
Alzheimer's disease, announced today that its Board of Directors has approved a 1-for-32 reverse stock split of the Company's issued
and outstanding common stock. The reverse stock split was effective prior to the stock market opening on January 12, 2017. With
the successful implementation of the reverse stock split and provided that the Company’s common stock meets the NASDAQ minimum
bid price requirement, the Company believes it will meet all requirements for listing Neurotrope’s common stock on the NASDAQ
Capital Market.
"We have elected a reverse stock split to allow Neurotrope to meet the listing requirements of the NASDAQ Capital Market,"
stated Dr. Susanne Wilke, CEO of Neurotrope. "We believe that a listing on NASDAQ can provide benefit to our stockholders
by improving liquidity and increasing the appeal of our stock to institutional investors. The Board has made the decision that
the Company should be listed on NASDAQ when we are expected to announce news in April 2017 of our top line results in our 148 patient,
double-blinded, placebo-controlled clinical trial in moderate to severe Alzheimer's disease patients."
Each stockholder's percentage ownership interest in Neurotrope
and the proportional voting power will remain unchanged after the reverse stock split. In addition, the rights and privileges of
the holders of Neurotrope common stock are unaffected by the reverse stock split. This reverse stock split became effective as
of 5:00 p.m. ET on January 11, 2017 and the Company's common stock will begin trading on a post-split basis under the symbol "NTRPD"
at the open of trading on Thursday, January 12, 2017.
In the reverse stock split, every 32 shares of issued and outstanding
common stock were converted into one share of common stock, with all fractional shares being rounded up to the nearest whole share.
No fractional shares will be issued in connection with the reverse stock split. The reverse stock split will reduce the number
of shares of issued and outstanding common stock from approximately 220 million pre-split shares to approximately 7 million post-split
shares. Proportional adjustments will be made to Neurotrope's outstanding warrants and stock options.
The Company's ticker symbol will remain unchanged, although
a "D" will be placed at the end of the NTRP ticker symbol (NTRPD) for 20 business days following the stock split. The
Company's common stock will also be identified under a new CUSIP number (64129T207). Before any listing of the common stock on
the NASDAQ Capital Market could occur, NASDAQ will need to approve the Company's application for listing. There can be no assurance
that the Company's application for listing will be approved.
Additional information regarding the reverse stock split is
contained in the Company's Current Report on Form 8-K as filed with the SEC on January 12, 2017.
About Neurotrope
Neurotrope is at the forefront of developing a novel therapy
to treat and potentially reverse moderate to severe Alzheimer's disease and other neurodegenerative diseases. The Company’s
world-class science is a paradigm shifting approach that treats the underlying cause of Alzheimer’s disease.
The scientific basis of our treatment is activation of Protein
Kinase C isozymes ε and α by bryostatin, a natural product, which in mouse Alzheimer’s disease models was demonstrated
to result in repair of damaged synapses as well as synaptogenesis, the induction of new neuronal networks, reduction of toxic beta-amyloid
generation, prevention of neuronal death, and enhancement of memory and learning, thus having the potential to improve cognition
and behavior in Alzheimer's disease.
Neurotrope is conducting a Phase 2 trial of bryostatin in the
treatment of moderate to severe Alzheimer’s disease, as well preclinical studies of bryostatin-1 as a treatment for Fragile
X Syndrome and Niemann-Pick Type C disease, two rare genetic diseases for which only symptomatic treatments are currently available.
The FDA has granted Orphan Drug Designation to Neurotrope for bryostatin-1 as a treatment for Fragile X Syndrome. Bryostatin-1
has undergone testing in over 1,500 people establishing a large safety database.
Forward-Looking Statements
Any statements contained in this press release that do not describe
historical facts may constitute forward-looking statements. These forward-looking statements include statements regarding the proposed
study and timing of initiation, and continued development of use of bryostatin for Alzheimer's disease and other cognitive diseases,
and the Company's ability to list its common shares on a major stock exchange. Such forward-looking statements are subject to risks
and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain
events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks
and uncertainties. Factors that may influence or cause actual results to differ materially from expected or desired results may
include, without limitation, the Company's inability to obtain adequate financing, the significant length of time associated with
drug development and related insufficient cash flows and resulting illiquidity, the Company's patent portfolio, the Company's inability
to expand the Company's business, the Company's inability to meet listing requirements for major stock exchanges, significant government
regulation of pharmaceuticals and the healthcare industry, lack of product diversification, availability of the Company's raw materials,
existing or increased competition, stock volatility and illiquidity, and the Company's failure to implement the Company's business
plans or strategies. These and other factors are identified and described in more detail in the Company's filings with the SEC,
including the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2016. The Company does not undertake to update these forward-looking statements.
Please visit www.neurotropebioscience.com for further
information.
For additional information, please
contact:
Neurotrope Bioscience, Inc.
Jeffrey Benison, Investor Relations
212.334.8709 or 516.286.6099
jbenison@neurotropebioscience.com