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):  December 21, 2018

 

NEUROTROPE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 001-38045 46-3522381
(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
Identification
Number)

 

1185 Avenue of the Americas, 3 rd  Floor

New York, New York 10036

(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):

 

¨ 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company.  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed, on December 17, 2018, Neurotrope, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers in a registered direct offering an aggregate of 5,012,677 shares of its common stock and Series G warrants to purchase up to an aggregate of 5,012,677 shares of common stock at a combined purchase price of $4.495 per share and accompanying warrant (the “Offering”). The Offering closed on December 19, 2018.

 

Placement Agent Agreement Amendment

 

In connection with the Offering, the Company entered into a placement agent agreement, dated December 17, 2018 (the “Placement Agent Agreement”), pursuant to which the company engaged GP Nurmenkari Inc. (“GPN”) to act as its exclusive placement agent in connection with the Offering. The Company agreed to pay GPN (i) a cash fee equal to 8% of the aggregate gross proceeds raised from Purchasers first contacted by GPN in connection with the Offering and (ii) warrants to purchase the number of shares of common stock equal to 8.0% of the aggregate number of shares sold to Purchasers first contacted by GPN in connection with the Offering. The Company also agreed to reimburse GPN an additional $25,000 for its legal expenses.

 

On December 21, 2018, the Company and GPN agreed to amend the Placement Agent Agreement (the “Placement Agent Agreement Amendment”) to provide that GPN would instead receive warrants to purchase the number of shares of common stock equal to 2%, or 23,693 shares, at an exercise price of $6.25 per share. No other terms of the Placement Agent Agreement were modified. The cash fee and reimbursement of legal fees were not affected by the Placement Agent Agreement Amendment.

 

Advisory Consulting Agreement Amendments

 

Also in connection with the Offering, the Company entered into separate advisory consulting agreements, each dated December 14, 2018 (the “Consulting Agreements”), pursuant to which the Company engaged each of Maxim Group LLC (“Maxim”) and Katalyst Securities LLC (“Katalyst”) as advisory financial consultants in connection with the Offering. The Company agreed to pay to each of Maxim and Katalyst a consulting fee of approximately $225,000 and $1.15 million, respectively, plus reimbursement of up to $25,000 of each of their legal expenses. In addition, the Company agreed to pay each of Maxim and Katalyst warrants to purchase 50,000 shares of common stock and 256,000 shares of common stock, respectively.

 

On December 21, 2018, the Company and Katalyst agreed to amend their Consulting Agreement (the “Katalyst Amendment”) to provide that Katalyst would instead receive a consulting fee of approximately $1.135 million and warrants to purchase 63,157 shares of common stock, at an exercise price of $6.25 per share. On December 31, 2018, the Company and Maxim agreed to amend their Consulting Agreement (the “Maxim Amendment”) to provide that Maxim would instead receive warrants to purchase 12,500 shares of common stock, at an exercise price of $6.25 per share. No other terms of the Consulting Agreements were modified. The cash fee and reimbursement of legal fees were not affected by the Maxim Amendment or the Katalyst Amendment.

 

The foregoing descriptions of the Placement Agent Agreement Amendment, the Maxim Amendment and the Katalyst Amendment are not complete and are qualified in their entireties by reference to the full text of each of the Placement Agent Agreement Amendment, the Maxim Amendment and the Katalyst Amendment, copies of which are attached to this report as Exhibit 10.1, 10.2 and 10.3, respectively.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosures in Item 1.01 of this Form 8-K regarding the warrants to be issued to the placement agent and consultants are incorporated by reference into this Item 3.02.  

 

The placement agent warrants and consultant warrants described in Item 1.01 above shall be issued pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

  

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

   
   
10.1   Amendment to Placement Agent Agreement, dated as of December 21, 2018, by and between the Company and GP Nurmenkari Inc.
   
10.2   Amendment to Advisory Consulting Agreement, dated as of December 31, 2018, by and between the Company and Maxim Group LLC.
     
10.3   Amendment to Advisory Consulting Agreement, dated as of December 21, 2018, by and between the Company and Katalyst Securities LLC .
     

    

 

 

 

 

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.

 

  NEUROTROPE, INC.
     
Dated: December 31, 2018 By: /s/ Robert Weinstein
    Name: Robert Weinstein
    Title: Chief Financial Officer,
    Executive Vice President, Secretary and Treasurer

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO

 

PLACEMENT AGENCY AGREEMENT

 

THIS AMENDMENT , dated as of December 20, 2018 (this “Amendment”), between GP Nurmenkari Inc., a registered broker-dealer and member of the Financial Industry Regulatory Authority (“ FINRA ”) (hereinafter referred to as the “ Placement Agent ”) and Neurotrope Inc., a publicly traded Nevada corporation (the “ Company ”)

 

W I T N E S S E T H

 

WHEREAS , the parties hereto have heretofore entered into a Placement Agency Agreement, dated December 17, 2018, ( the “Agreement”); and

 

WHEREAS, the Company and the Placement Agent wish to amend the Agreement on the terms set forth herein.

 

NOW, THEREFORE , the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:

 

1. Definitions; References; Continuation of Agreement . Unless otherwise specified herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each other similar reference, and each reference to “this Agreement” and each other similar reference, contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby. Except as amended hereby, all terms and provisions of the Agreement shall continue unmodified and remain in full force and effect.

 

2. Section 3(b). Section 3(b) is hereby deleted and replaced in its entirety as follows:

  

(b)       Also, as soon as practicable following the Closing, the Company will deliver to the Placement Agent (or its designees), warrants to purchase shares of the Company’s Common Stock, substantially in the form of Attachment I , equal, in the aggregate, to Two Percent (2%) of the number of shares of Common Stock sold in the Offering (which shall not include the Warrant Shares) on which the Placement Agent receives compensation pursuant to Section 3(a), with an initial exercise price equal to $6.25 per share of Common Stock (the “Broker Warrants”). The Broker Warrants shall expire five (5) years from the date of the grant, include a net exercise provision (in the event of the resale of the shares of common stock underlying the Broker Warrants are not then registered or in the event of a sale of the Company), and include the customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. To the extent permitted by applicable laws, all warrants shall permit unencumbered transfer to the Placement Agent’s employees and affiliates and the warrants may be issued directly to the Placement Agent’s employees and affiliates at the Placement Agent’s request. The Broker Cash Fee and the Broker Warrants are sometimes referred to collectively as the “Placement Agent’s Broker Compensation”.

 

3.        Counterparts . This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 

 

4.        Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

 

 

(Signature page to follow)

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.

 

  NEUROTROPE, INC.
   
   
  By: /s/ Robert Weinstein
  Robert Weinstein
  Chief Financial Officer
   
  GP NURMENKARI INC.
   
   
  By: /s/ Robert Fitzpatrick
  Robert Fitzpatrick
  Chief Compliance Officer

 

 

 

  2  

 

 

 

 

Exhibit 10.2

 

AMENDMENT NO. 1 TO

ADVISORY CONSULTING AGREEMENT

 

AMENDMENT NO. 1 TO ADVISORY CONSULTING AGREEMENT (the “Amendment”) dated as of December 31, 2018, by and between MAXIM GROUP LLC, a broker dealer registered with the Financial Industry Regulatory Authority (“FINRA”) (“Maxim”) and NEUROTROPE, INC., a publicly traded company incorporated in the State of Nevada (the “Company”) .

 

WHEREAS , Maxim and Neurotrope entered into that certain Advisory Consulting Agreement, dated as of December 14, 2018 (the “Agreement”), and now desire to amend the Agreement to reflect certain changes agreed to by the parties.

 

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Maxim agree as follows:

 

1. Amendment . The second paragraph of Section 4 of the Agreement is hereby amended to read as follows:

 

“Also, at the closing of the Offering, the Company will deliver to Maxim (or its designees), warrants to purchase 12,500 shares of the Company’s Common Stock (the “Consulting Warrants”). The Consulting Warrants shall have an exercise price equal to $6.25 and expire five (5) years from the date of grant, include a net exercise provision (in the event of the resale of the shares of common stock underlying the Consulting Warrants are not then registered or in the event of a sale of the Company), and include the customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. All warrants shall not be transferable until after six months from issuance except, to the extent permitted by applicable laws, transfers to Maxim’s employees and affiliates and the warrants may be issued directly to Maxim’s employees and affiliates at Maxim’s request.”

 

2. Governing Law; Consent to Jurisdiction . This Amendment shall be governed by and construed in accordance with the law of the State of New York without giving effect to the principles of conflicts of law thereof.

 

3. Effectiveness . Except as amended and set forth above, the Agreement shall continue in full force and effect.

 

4. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission or in pdf format shall constitute effective execution will be accepted as original signatures.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

IN WITNESS WHEREOF , the parties have caused this Amendment to be duly executed as of the date first above written.

 

  Neurotrope, Inc.
   
   
  By: /s/ Robert Weinstein
  Name: Robert Weinstein
  Title: Chief Financial Officer
   
   
  Maxim Group LLC
   
   
  By: /s/ Clifford A. Teller
  Name: Clifford A. Teller
  Title: Executive Managing Director, Investment Banking

 

 

 

  2  

                       

Exhibit 10.3

 

AMENDMENT NO. 1 TO

ADVISORY CONSULTING AGREEMENT

 

AMENDMENT NO. 1 TO ADVISORY CONSULTING AGREEMENT (the “Amendment”) dated as of December 21, 2018, by and between KATALYST SECURITIES LLC, a broker dealer registered with the Financial Industry Regulatory Authority (“FINRA”) (“Katalyst”) and NEUROTROPE, INC., a publicly traded company incorporated in the State of Nevada (the “Company”) .

 

WHEREAS , Katalyst and Neurotrope entered into that certain Advisory Consulting Agreement, dated as of December 14, 2018 (the “Agreement”), and now desire to amend the Agreement to reflect certain changes agreed to by the parties.

 

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Katalyst agree as follows:

 

1. Amendment . Section 4 of the Agreement is hereby amended and restated to read as follows:

 

“4. Consulting Fee . The Company agrees to pay Katalyst an advisory consulting fee totaling One Million One Hundred Thirty-Five Thousand Five Hundred Fifty-Eight Dollars and Sixty-Seven Cents ($1,135,558.67) for the Term promptly by wire transfer to the bank designated by Katalyst. In addition, the Company agrees to pay the reasonable legal fees of Katalyst’s counsel not in excess of $25,000.

 

Also, at the closing of the Offering, the Company will deliver to Katalyst (or its designees), warrants to purchase 63,157 shares of the Company’s Common Stock (the “Consulting Warrants”). The Consulting Warrants shall have an exercise price equal to $6.25 and expire five (5) years from the date of grant, include a net exercise provision (in the event of the resale of the shares of common stock underlying the Consulting Warrants are not then registered or in the event of a sale of the Company), and include the customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. To the extent permitted by applicable laws, all warrants shall permit unencumbered transfer to Katalyst’s employees and affiliates and the warrants may be issued directly to Katalyst’s employees and affiliates at Katalyst’s request.”

 

2. Governing Law; Consent to Jurisdiction . This Amendment shall be governed by and construed in accordance with the law of the State of New York without giving effect to the principles of conflicts of law thereof.

 

3. Effectiveness . Except as amended and set forth above, the Agreement shall continue in full force and effect.

 

4. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission or in pdf format shall constitute effective execution will be accepted as original signatures.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

 

IN WITNESS WHEREOF , the parties have caused this Amendment to be duly executed as of the date first above written.

 

  Neurotrope, Inc.
   
   
  By: /s/ Robert Weinstein
  Name: Robert Weinstein
  Title: Chief Financial Officer
   
   
  Katalyst Securities LLC
   
   
  By: /s/ Michael Silverman
  Name: Michael Silverman
  Title: Managing Director

 

 

 

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