Current Report Filing (8-k)
February 22 2017 - 4:02PM
Edgar (US Regulatory)
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
(State or other jurisdiction
of incorporation)
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000-55275
(Commission File Number)
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46-3522381
(IRS Employer
Identification No.)
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205 East 42nd Street, 16th 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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 17, 2017, upon the recommendation
of the Nominating and Governance Committee of the board of directors (the “Board”) of Neurotrope, Inc. (the “Company”),
the Board appointed Andrew D. Perlman as a member of the Board, effective immediately, to hold office until the next annual meeting
of the stockholders of the Company, until his successor is duly elected and qualified, or until his resignation or removal. Effective
February 17, 2017, Mr. Perlman was appointed to serve as a member of the Audit Committee of the Board. Consistent with the Company’s
standard compensation arrangements for non-employee directors, Mr. Perlman will receive an option to purchase, at an exercise price
equal to the price at which the Company’s common stock closes on February 17, 2017, as reported by the OTCQB, up to (i) 7,813
shares of the Company’s common stock for his service to the Company as a non-employee director and (ii) 1,563 shares of the
Company’s common stock for his service to the Company as a committee member, each such grant to vest in equal daily installments
over a five-year period beginning on the date of grant. The options are granted subject to stock option agreements to
be entered into by and between the Company and Mr. Perlman evidencing the granting of the options, substantially in the form of
the Company’s standard form of stock option. There are no arrangements or understandings between Mr. Perlman and any other
person pursuant to which he was selected as a director. The Company is not aware of any transaction in which Mr. Perlman has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
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.
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NEUROTROPE, INC.
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Date: February 22, 2017
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By:
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/s/
Robert Weinstein
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Name:
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Robert Weinstein
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Title:
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Chief Financial Officer, Executive Vice President, Secretary and Treasurer
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