NEW YORK, Nov. 20, 2020 /PRNewswire/ -- Neurotrope,
Inc. (NASDAQ: NTRP) ("Neurotrope" or the "Company") announced today
that its Board of Directors has approved the conditional
distribution and set the shareholder of record and distribution
dates in connection with the previously announced spin-off (the
"Spin-Off") of its wholly-owned subsidiary, Neurotrope Bioscience,
Inc. ("NBI"). Subject to the closing of Neurotrope's proposed
merger with Metuchen Pharmaceuticals, LLC ("Metuchen"),
shareholders and certain warrant holders of record of Neurotrope on
November 30, 2020 (the "Record Date")
will receive on December 7, 2020 (the
"Distribution Date"), a dividend at the rate of (i) one share of
NBI common stock for every five shares of Neurotrope common stock
held, (ii) one share of NBI common stock for every five shares of
Neurotrope common stock issuable upon conversion of Neurotrope
preferred stock held and (iii) one share of NBI common stock for
every five shares of Neurotrope common stock issuable upon exercise
of certain Neurotrope warrants held that are entitled to
participate in the spin-off pursuant to the terms thereof
(collectively, the "Distribution"). Any fractional shares will be
paid in cash. Neurotrope and Metuchen previously announced their
intent to merge in an all-stock transaction resulting in the
formation of a holding company to be named Petros Pharmaceuticals,
Inc. ("Petros"), which expects to trade on the Nasdaq Capital
Market under the symbol "PTPI" following the closing of the
merger. Neurotrope's meeting of shareholders to approve the
proposed merger and other matters is scheduled for November 25, 2020.
In addition, in connection with the Spin-Off, the holders of
Neurotrope's amended and restated warrants to purchase shares of
Neurotrope common stock (the "A&R Warrants") will receive
warrants to purchase shares of NBI common stock at the ratio of one
share of NBI common stock for every five shares of Neurotrope
common stock issuable upon exercise of such A&R Warrants held
(collectively, the "Spin-Off Warrants").
Neurotrope expects that NBI common stock will be quoted on the
OTCQB market of the OTC Markets Group, Inc. under a symbol that is
yet to be determined.
Holders of Neurotrope's common stock, preferred stock and
warrants as of the Record Date will not be required to take any
action to participate in the Distribution. Stockholders who hold
Neurotrope common stock and preferred stock on the Record Date will
receive a book-entry account statement reflecting their ownership
of NBI common stock or their brokerage account will be credited
with the shares of NBI common stock. NBI has filed a registration
statement on Form S-1 (File No. 333-249434) with the U.S.
Securities and Exchange Commission (the "SEC") for the issuance of
the shares of NBI common stock and Spin-Off Warrants in the
proposed Spin-Off transaction, which was declared effective by the
SEC on November 9, 2020. Investors
are encouraged to read the final prospectus and prospectus
supplement relating to the Spin-Off because they contain more
complete information about NBI and its separation from Neurotrope,
as well as a detailed description of the conditions that must be
satisfied in order to proceed with the proposed Spin-Off, including
the closing of Neurotrope's proposed merger pursuant to the Merger
Agreement. The final prospectus and prospectus supplement are being
mailed to Neurotrope stockholders and warrant holders.
The Distribution is taxable to shareholders and warrant holders
that receive shares of NBI common stock. Neurotrope securityholders
are urged to consult with their tax advisors with respect to the
U.S. federal, state and local or foreign tax consequences, as
applicable, of the Spin-Off. The Distribution is
subject to the fulfillment or waiver of certain applicable
conditions, including obtaining all approvals necessary to
consummate the transactions contemplated by the Merger Agreement.
No assurance can be given as to the receipt or timing of the
approvals, including shareholder approval of the merger by
Neurotrope's shareholders. If the applicable conditions of
the Merger Agreement (and the related Separation and Distribution
Agreement) are not satisfied and the merger is not consummated, the
Distribution will not be made and the declaration of the
Distribution will be null and void.
About Neurotrope, Inc.
Neurotrope is a clinical-stage biopharmaceutical company working
to develop novel therapies for neurodegenerative diseases.
Neurotrope has conducted clinical and preclinical studies of its
lead therapeutic candidate, Bryostatin-1, and other activators of
PKC epsilon in AD, and preclinical studies for stroke, traumatic
brain injury, and rare diseases, including Fragile X
syndrome. Pre-clinical studies of Bryostatin in other
laboratories have included multiple sclerosis, autistic spectrum
disorders, and Niemann-Pick Type C disease. The FDA has granted
Orphan Drug Designation to Neurotrope for Bryostatin-1 as a
treatment for Fragile X syndrome. Bryostatin-1 has already
undergone testing in more than 1,500 people in cancer studies, thus
creating a large safety data base that will further inform clinical
trial designs.
Neurotrope has entered into a definitive merger agreement
pursuant to which Metuchen Pharmaceuticals, L.L.C. and Neurotrope
have agreed to merge in an all-stock transaction resulting in a
newly formed holding company focused on men's health conditions,
which will be named Petros Pharmaceuticals, Inc. ("Petros").
Upon closing of the transaction, Bryostatin-1 and substantially all
of Neurotrope's existing assets, operations and liabilities, except
for cash retained by Petros in accordance with the terms of the
merger agreement, will be spun-out into a new, separately traded
company named Neurotrope Bioscience, Inc.
Additional information about Neurotrope may be found on its
website: www.neurotrope.com.
Important Additional Information
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
In connection with the proposed merger pursuant to the Merger
Agreement, Petros has filed with the SEC a registration statement
on Form S-4 (File No. 333-240064) that includes a definitive proxy
statement of Neurotrope that also constitutes a prospectus of
Petros. This communication is not a substitute for the proxy
statement/prospectus or any other document that Petros or
Neurotrope may file with the SEC or send to their shareholders in
connection with the proposed transaction. The registration
statement on Form S-4 was declared effective by the SEC on
October 29, 2020. Neurotrope mailed
the definitive proxy statement/prospectus to its stockholders on or
about November 4, 2020, and its
stockholders will vote on the proposal to approve the merger and
other matters at a meeting of stockholders scheduled for
November 25, 2020. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE FORM S-4, INCLUDING THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS FILED AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain free copies of the definitive proxy statement/prospectus and
other relevant documents filed by Petros and Neurotrope with the
SEC at the SEC's website at www.sec.gov. Stockholders may obtain,
free of charge, copies of the definitive proxy statement/prospectus
and any other documents filed by Petros with the SEC in connection
with the proposed transactions at the SEC's website (www.sec.gov),
at Neurotrope's website: www.neurotrope.com, or by directing
written request to: Neurotrope, Inc., 1185 Avenue of the Americas,
3rd Floor, New York, New York
10036, Attention: Robert
Weinstein.
Participants in the Solicitation
Petros, Neurotrope, Metuchen and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Neurotrope in
connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the
merger is included in the definitive proxy statement/prospectus
referred to above. Additional information regarding the directors
and executive officers of Neurotrope is also included in
Neurotrope's Annual Report on Form 10-K for the year
ended December 31, 2019, filed with the SEC on March 13,
2020. This document is available free of charge at the SEC web site
(www.sec.gov), at Neurotrope's website, or by directing a written
request to Neurotrope as described above.
Cautionary Note Regarding Forward-Looking
Statements
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking
statements. These forward-looking statements include statements
regarding Petros, Neurotrope, Metuchen, the combined company, NBI,
the proposed merger and spin-off and other matters. Such
forward-looking statements are subject to risks and uncertainties
and other influences, many of which Neurotrope has no control over.
Actual results and the timing of certain events and circumstances
may differ materially from those described by the forward-looking
statements as a result of these risks and uncertainties, including,
without limitation: the risk that the conditions to the closing of
the proposed transactions are not satisfied, including the failure
to obtain stockholder approval for the proposed transactions in a
timely manner or at all; uncertainties as to the timing of the
consummation of the proposed transactions and the ability of each
of Petros, Neurotrope and Metuchen to consummate the proposed
transactions; risks related to Petros' initial listing on The
Nasdaq Capital Market at the closing of the proposed transactions;
risks related to Neurotrope's ability to correctly estimate its
operating expenses and its expenses associated with the proposed
transactions; the ability of Neurotrope or Metuchen to protect
their respective intellectual property rights; competitive
responses to the transaction; unexpected costs, charges or expenses
resulting from the proposed transactions; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transactions; and
legislative, regulatory, political and economic developments;
expectations regarding the industry and business operations of
Petros. The foregoing review of important factors that could cause
actual events to differ from expectations should not be construed
as exhaustive and should be read in conjunction with statements
that are included herein and elsewhere, including Neurotrope's
filings with the Securities and Exchange Commission, including
Neurotrope's Annual Report on Form 10-K for the year
ended December 31, 2019, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with the SEC. Neurotrope
can give no assurance that the conditions to the proposed
transactions will be satisfied. Except as required by applicable
law, Neurotrope does not undertake to update these forward-looking
statements.
Contacts
Corporate:
Robert Weinstein
Chief Financial Officer
973.242.0005 ext. 101 | rweinstein@neurotrope.com
Investors and Media:
Lisa Sher
Argot Partners
212.600.1902 | lisa@argotpartners.com
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SOURCE Neurotrope, Inc.