NEUROTROPE, INC. (OTCMKTS:NTRPD) Files An 8-K Entry into a Material Definitive Agreement

NEUROTROPE, INC. (OTCMKTS:NTRPD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01        Entry into a Material Definitive Agreement.

First Amendment to Agreement and Plan of Merger

As previously disclosed, on May 17, 2020, Neurotrope, Inc., a Nevada corporation (“Neurotrope”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Petros Pharmaceuticals, Inc., a Delaware corporation formed for the purposes of effecting transactions contemplated by the Merger Agreement (“Petros”), PM Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Petros (“Merger Sub 1”), PN Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of Petros (“Merger Sub 2”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”). The Merger Agreement provides for (1) the merger of Merger Sub 1, with and into Metuchen, with Metuchen surviving as a wholly-owned subsidiary of Petros (the “Metuchen Merger”) and (2) the merger of Merger Sub 2 with and into Neurotrope, with Neurotrope surviving as a wholly-owned subsidiary of Petros (the “Neurotrope Merger” and together with the Metuchen Merger, the “Mergers”).

On July 23, 2020, Neurotrope, Petros, Merger Sub 1, Merger Sub 2 and Metuchen entered into a First Amendment to the Merger Agreement (the “Amendment”) which provides, among other things, that the aggregate number of shares of Petros common stock to be issued to the Metuchen securityholders in the Mergers is 82,587,877. In addition, upon the achievement of certain targets set forth in the Amendment, Petros will deposit earnout payments (the “Earnout Payments”) with the exchange agent for distribution to each unitholder of Metuchen prior to the closing of the Metuchen Merger in accordance with such unitholder’s earnout pro rata percentage as follows:

2.1 First Amendment to Agreement and Plan of Merger, dated as of July 23, 2020, by and between Petros Pharmaceuticals, Inc., PM Merger Sub 1, LLC, PN Merger Sub 2, Inc., Neurotrope, Inc. and Metuchen Pharmaceuticals, Inc.
10.1 Employee Lease Agreement, dated as of July 23, 2020, by and between Neurotrope, Inc., Neurotrope Bioscience, Inc. and Metuchen Pharmaceuticals, LLC.

  


Neurotrope, Inc. Exhibit
EX-2.1 2 tm2025275d2_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1     FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER   THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER,…
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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.

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