Current Report Filing (8-k)
May 10 2018 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
May 4, 2018
NEUROTROPE, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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001-38045
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46-3522381
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
Number)
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205 East 42
nd
Street –
17
th
Floor
New York, New York 10017
(Address of principal executive offices,
including ZIP code)
(973) 242-0005
(Registrant’s telephone number,
including area code)
Not Applicable
(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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company.
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 1.01 Entry
into a Material Definitive Agreement.
On May 4, 2018 Neurotrope
BioScience, Inc. (“
Neurotrope BioScience
”), a wholly-owned consolidated operating subsidiary of Neurotrope,
Inc. (“
Neurotrope
”), executed a Services Agreement (the “
Agreement”
) with Worldwide Clinical
Trials, Inc. (together with its affiliates, “
WCT”
). The Agreement relates to services for Neurotrope BioScience’s
confirmatory Phase 2 clinical study assessing the safety, tolerability and efficacy of bryostatin in the treatment of moderately
severe to severe Alzheimer’s disease (the “
Study
”).
Pursuant to the terms
of the Agreement, WCT will provide services to enroll approximately one hundred and forty-five (145) Study subjects. Neurotrope
and Neurotrope BioScience expect that the first Study site will be initiated during the second quarter of 2018. The total estimated
budget for the services, including pass-through costs, is approximately $6.9 million. In connection with their entry into the Agreement,
the parties agreed that WCT would invoice Neurotrope BioScience for the following advance payments: (i) services fees of approximately
$643,000, which will be due within ten (10) days of Neurotrope BioScience’s receipt of such invoice; (ii) pass-through expenses
of approximately $124,000, which will be due within ten (10) days of Neurotrope BioScience’s receipt of such invoice; and
(iii) investigator/institute fees of approximately $433,000, which will be due within twenty (20) days of Neurotrope BioScience’s
receipt of such invoice. Neurotrope BioScience may terminate the Agreement without cause upon sixty (60) days prior written notice.
Unless earlier terminated
under the provisions of the Agreement, the Agreement will expire upon WCT’s completed performance of the services thereunder
(including delivery of all the deliverables) and WCT’s receipt of all payments from Neurotrope BioScience that are due under
the Agreement. In addition to Neurotrope BioScience’s termination right described above, Neurotrope BioScience may terminate
the Agreement immediately due to patient safety. Further, under the Agreement, either Neurotrope BioScience or WCT may terminate
the Agreement if the other party materially breaches the Agreement and fails to cure such breach. Additionally, either Neurotrope
BioScience or WCT may terminate the Agreement upon notice to the other party if the other party is adjudicated insolvent or petitions
for relief under any insolvency, re-organization, receivership, liquidation, compromise, or any moratorium statute.
The foregoing description
of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated in its entirety into this Item 1.01 by reference.
Item 9.01 Financial
Statements and Exhibits
The following exhibit is filed herewith:
(d) Exhibits.
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*
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Confidential treatment has
been requested for certain portions omitted from this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.
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SIGNATURES
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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Dated: May 10, 2018
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By:
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/s/ Robert Weinstein
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Name: Robert Weinstein
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Title: Chief Financial Officer, Executive Vice President, Secretary and Treasurer
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