Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 11:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment
No. 1)
1
Neurotrope, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
64129T207
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
1
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NAMES OF REPORTING PERSONS
Iroquois Capital Management, LLC
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2
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CHECK
THE APPROPRIATE
BOX IF A MEMBER OF A
GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
235,504 shares of common stock
156,250 shares of common stock issuable upon exercise
of warrants*
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
235,504 shares of common stock
156,250 shares of common stock issuable upon exercise
of warrants*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
235,504 shares of common stock
156,250 shares of common stock issuable upon exercise
of warrants*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.99%*
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12
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TYPE OF REPORTING PERSON
IA, OO
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* See Item 4.
1
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NAMES OF REPORTING PERSONS
Richard Abbe
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A
GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
449,862 shares of common stock
145,834 shares of common stock issuable upon exercise
of warrants*
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6
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SHARED VOTING POWER
235,504 shares of common stock
156,250 shares of common stock issuable upon exercise
of warrants*
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7
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SOLE DISPOSITIVE POWER
449,862 shares of common stock
145,834 shares of common stock issuable upon exercise
of warrants*
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8
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SHARED DISPOSITIVE POWER
235,504 shares of common stock
156,250 shares of common stock issuable upon exercise
of warrants*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
685,366 shares of common stock
302,084 shares of common stock issuable upon exercise
of warrants*
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10
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CHECK BOX IF THE
AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES
|
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.46%*
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12
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TYPE OF REPORTING PERSON
IN
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* See Item 4.
1
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NAMES OF REPORTING PERSONS
Kimberly Page
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A
GROUP
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(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
235,504 shares of common stock
156,250 shares of common stock issuable upon exercise
of warrants*
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7
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SOLE DISPOSITIVE POWER
- 0 -
|
8
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SHARED DISPOSITIVE POWER
235,504 shares of common stock
156,250 shares of common stock issuable upon exercise
of warrants*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
235,504 shares of common stock
156,250 shares of common stock issuable upon exercise
of warrants*
|
10
|
CHECK BOX IF THE
o
AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.99%*
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12
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TYPE OF REPORTING PERSON
IN
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* See Item 4.
This Amendment No. 1 (this “Amendment”)
amends the statement on Schedule 13G filed on December 28, 2018 (the “Original Schedule 13G”) with respect to the Common
Stock, $0.0001 par value (the “Common Stock”) of Neurotrope, Inc., a Nevada corporation (the “Company”).
Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule
13G. This Amendment amends and restates Item 4 in its entirety as set forth below.
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover
page for each Reporting Person is based on 7,909,603 shares of Common Stock outstanding as of December 17, 2018, plus the assumed
issuance of 5,012,677 shares of Common Stock sold in the registered direct offering as represented in the Company’s Prospectus
Supplement filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on December 17, 2018, which includes
the exercise of the reported November 2015 private placement warrants (the “Reported November 2015 Warrants”) and the
reported November 2016 private placement warrants (the “Reported November 2016 Warrants” and together with the Reported
November 2015 Warrants, the “Reported Warrants”). Such percentages do not include shares of Common Stock issuable upon
exercise of warrants issued in the December 2018 registered direct offering as such warrants are not exercisable within the next
60 days.
Pursuant to the terms of the Reported Warrants, the Reporting
Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise,
more than 9.99% of the outstanding shares of Common Stock (the “9.99% Blocker”).
As of the date of the event which requires filing of this statement,
Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 235,504 shares of Common Stock and Reported Warrants to purchase
156,250 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker) and Iroquois Capital Investment
Group LLC (“ICIG”) held 449,862 shares of Common Stock and Reported Warrants to purchase 145,833 shares of Common Stock
(of which the Reported Warrants are subject to the 9.99% Blocker). Mr. Abbe also beneficially owned Reported Warrants to purchase
5,209 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker) which are held by Kensington Investment
Partners LLC.
Mr. Abbe shares authority and responsibility for the investments
made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such,
Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported
Warrants (each subject to the Blockers) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois
Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments
made on behalf of ICIG and Kensington Investment Partners LLC. As such, Mr. Abbe may be deemed to be the beneficial owner of all
shares of Common Stock held by, and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund,
ICIG and Kensington Investment Partners LLC. The foregoing should not be construed in and of itself as an admission by any Reporting
Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons hereby
disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following:
o
Item 10. Certification
By signing below each of the undersigned certifies that, to
the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2019
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IROQUOIS CAPITAL MANAGEMENT L.L.C.
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By:
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/s/ Richard Abbe
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Richard Abbe, President
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/s/ Richard Abbe
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Richard Abbe
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/s/ Kimberly Page
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Kimberly Page
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