UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 17, 2017

 

 

 

NEUROTROPE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 000-55275 46-3522381

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

205 East 42 nd Street, 16 th Floor
New York, New York 10017
(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (973) 242-0005

 

 

 

_____________________________________________________________________________________

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On February 17, 2017, at a special meeting of stockholders (the “ Special Meeting ”) of Neurotrope, Inc. (the “ Company ”), the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation (the “ Charter ”), to be effective immediately, to increase the number of authorized shares of our common stock to 150,000,000 shares. The amendment was filed with the Secretary of State of the State of Nevada on February 24, 2017.

 

The amendment to the Charter is filed as Exhibit 3.1 to this report and is incorporated by reference herein. The foregoing summary of the amendment is qualified in its entirety by reference to the full text of the Charter, as amended.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

(a)       On February 17, 2017, the Company held the Special Meeting. As of January 13, 2017, the record date for the Special Meeting, there were 6,781,357 shares of our common stock outstanding and entitled to vote. At the Special Meeting, the holders of 4,467,178 shares were present in person or represented by proxy, which represented 65.874% of the total shares entitled to vote at the Special Meeting.

 

(b)       The following actions were taken at the Special Meeting:

 

(1) The amendment to the Company’s Charter to increase the number of authorized shares of our common stock to 150,000,000 shares, was approved, based on the following votes:

 

Votes For Votes Against Votes Abstain Broker Non-Vote
3,934,287 427,485 51,934 53,472

 

(2) The adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 was approved, based on the following votes:

 

Votes For Votes Against Votes Abstain Broker Non-Vote
3,940,257 462,720 64,200 1

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit    
Number   Description
     
3.1   Neurotrope, Inc. Certificate of Amendment to Articles of Incorporation.

   

 

 

 

SIGNATURE

 

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.

 

  NEUROTROPE, INC.
     
Date:  February 24, 2017 By: /s/ Robert Weinstein
  Name: Robert Weinstein
  Title: Chief Financial Officer, Executive Vice President, Secretary and Treasurer

 

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

Attachment A

 

3. Authorized Stock (continued)

 

(b) The Board of Directors shall have authority to prescribe and provide for, by resolution or resolutions adopted by the Board of Directors, the issuance of Preferred Stock from time to time in one or more classes and/or series, the distinguishing designation for each class or series of Preferred Stock, the number of each class or series of Preferred Stock and the voting powers, designations, preferences and relative, participating, optional or other rights of each class or series of Preferred Stock, and the qualifications, limitations or restrictions, if any, thereof, and to increase or decrease the number of shares of any class or series of Preferred Stock subsequent to the issuance of shares of that class or series, but not below the number of shares of such class or series then outstanding, all to the full extent permitted by Nevada Private Corporations Law (Chapter 78 of the Nevada Revised Statutes), or any successor law(s) of the State of Nevada. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. Without limiting the generality of the foregoing, any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of a class or series of Preferred Stock, and any rate, condition or time for payment of distributions on any class or series of Preferred Stock, may be made dependent upon any fact or event which may be ascertained outside these Articles of Incorporation or the resolution adopted by the Board of Directors if the manner in which such fact or event may operate is stated in the resolution. As used in this paragraph, "fact or event" includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, the Corporation itself or any government, governmental agency or political subdivision of a government.