NEUROTROPE, INC. (OTCMKTS:NTRPD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

On March 29, 2019, Neurotrope, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Michael Ciraolo, J.D., Ph.D., to which Dr. Ciraolo agreed to serve as General Counsel and Chief Operating Officer of the Company, commencing April 1, 2019 (the “Effective Date”). Dr. Ciraolo will receive an initial annual base salary of $335,000 with a target annual bonus equal to 30% of his base salary as then in effect. Dr. Ciraolo also has received or will receive to the Company’s 2017 Equity Incentive Plan, as amended, an initial equity grant of options to purchase 100,000 shares of Common Stock, 25% of which will vest immediately and the remaining 75% of which will vest in equal monthly installments over a two year period.

Dr. Ciraolo, age 46, joins the Company from Ovid Therapeutics, where he served as senior vice president, chief intellectual property counsel from July 2015 to March 2019. Prior to that time, from February 2006 to July 2015, he served as an executive director at Forest Laboratories, where he held positions of increasing levels of responsibility, including Executive Director, Senior Patent Counsel. Dr. Ciraolo has been involved with the development of numerous pharmaceutical products and transactional matters, including mergers, acquisitions and licensing opportunities. Dr. Ciraolo began his legal career as an associate at Baker Botts LLP in New York City, received a Ph.D. in chemistry from Stony Brook University and a J.D. from St. John’s University School of Law.

If the Company terminates Dr. Ciraolo’s employment without cause (as defined in the Employment Agreement) or if Dr. Ciraolo terminates his employment with the Company for good reason (as defined in the Employment Agreement), Dr. Ciraolo is entitled to receive 1/12 of his base salary as then in effect for the Severance Period, which is defined in the Employment Agreement as (i) if no Change of Control (as defined in the Employment Agreement) has occurred, (A) three months if the termination date is prior to the first anniversary of the Effective Date, (B) six months if the termination date is after the first anniversary of the Effective Date but before the second anniversary, or (C) nine months if the termination date is after the second anniversary of the Effective Date, and (ii) if a Change of Control has occurred as of the termination date, twelve months.

The Company is not aware of any transactions in which Dr. Ciraolo has an interest that would require disclosure under Item 404(a) of Regulation S-K.

The foregoing summary of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, which is attached as Exhibit10.1 hereto and incorporated herein by reference. On April 1, 2019, the Company issued a press release announcing Dr. Ciraolo’s appointment, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Neurotrope, Inc. Exhibit
EX-10.1 2 tv517664_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1         March 29,…
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About NEUROTROPE, INC. (OTCMKTS:NTRPD)

Neurotrope, Inc., formerly BlueFlash Communications, Inc., is a biopharmaceutical company with its product candidates in pre-clinical and clinical development. The Company is focused on developing a product platform based upon a drug candidate called bryostatin for the treatment of Alzheimer’s disease (AD), which is in the clinical testing stage. Bryostatin, which is a protein kinase C (PKC) Alpha and e activator, is also developed for other neurodegenerative or cognitive diseases and dysfunctions, which are in pre-clinical testing. Its second generation PKC activators, such as the Bryologs are meant for the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury. It develops Bryostatin-1 for the treatment of Alzheimer’s disease along with the rare (Orphan) diseases, such as Fragile X Syndrome and Niemann-Pick Type C. It has completed Phase IIa clinical trials of Bryostatin-1 for the treatment of patients with AD.