NEUROTROPE, INC. (OTCMKTS:NTRPD) Files An 8-K Entry into a Material Definitive Agreement
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”), 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”), 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”), 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 1.01 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 1.01.
The placement agent warrants and consultant warrants described in Item 1.01 above shall be issued to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
Neurotrope, Inc. Exhibit
EX-10.1 2 tv509983_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT THIS AMENDMENT,…
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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.