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”), pursuant 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”), pursuant
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”),
pursuant 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.