Securities Registration: Employee Benefit Plan (s-8)
August 26 2019 - 5:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on August 26, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Neurotrope, Inc.
(Exact Name of Registrant as Specified in
its Charter)
Nevada
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46-3522381
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
(Address of principal executive offices,
including zip code)
Neurotrope,
Inc. 2017 Equity Incentive Plan
Inducement Stock
Option Award
(Full title of
the plan)
Robert Weinstein, Chief Financial Officer
Neurotrope, Inc.
1185 Avenue
of the Americas, 3rd Floor
New York, New
York 10036
(Name and address
of agent for service)
973-242-0005
(Telephone number,
including area code, of agent for service)
With copies
to:
Kenneth R. Koch, Esq.
Jeffrey P. Schultz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, P.C.
666 Third Avenue
New York, New York 10017
212-935-3000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
¨ Large accelerated filer
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¨ Accelerated filer
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x Non-accelerated filer
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x Smaller reporting company
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¨ Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to be
Registered
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Proposed
Maximum
Offering Price
Per
Share (2)
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Proposed
Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee
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Common stock, $0.0001 par value per share
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850,000 (1)
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$5.67
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$4,638,633.98
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$562.20
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Common stock, $0.0001 par value per share
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100,000 (1)
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$5.67
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$567,000.00
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$68.72
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Total:
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950,000
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$5.67
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$5,205,633.98
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$630.92
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(1)
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This registration statement (this “Registration Statement”) covers the registration of (i) 850,000 shares of common stock, $0.0001 par value per share (the “Common Stock”), of Neurotrope, Inc. (the “Company”) which have been and may be offered and sold from time to time pursuant to the Company’s 2017 Equity Incentive Plan, as amended (the “Plan”) and (ii) 100,000 shares of Common Stock issuable upon exercise of a non-qualified stock option granted to Michael Ciraolo, Chief Operating Officer and General Counsel of the Company, on April 15, 2019. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, recapitalizations or similar transactions in accordance with the anti-dilution provisions of each of the Plan and the non-qualified option agreement between the Company and Dr. Ciraolo.
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(2)
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Pursuant to Rule 457(c) and 457(h) of the
Securities Act, the offering price per share and the aggregate offering price (i) for stock-based awards are based on the price
at which the awards may be exercised and (ii) for shares reserved for future grant or issuance under the Plan are based on the
average of the high and low prices of the Company’s common stock as reported on The Nasdaq Stock Market (“Nasdaq”)
as of a date (August 23, 2019) within five business days prior to the filing of this Registration Statement. The chart below details
the calculations of the registration fee:
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Securities
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Number
of
Shares
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Offering
Price
Per
Share
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Aggregate
Offering Price
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Shares issuable upon the vesting of stock-based awards granted under the Plan
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29,923
80,000
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$
$
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3.93
4.06
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$
$
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117,597.39
324,800.00
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Shares reserved for future grant under the Plan
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740,077
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$
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5.67
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$
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4,196,236.59
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Proposed Maximum Aggregate Offering Price
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$
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4,638,633.98
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Registration Fee
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$
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562.20
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EXPLANATORY
NOTE
Neurotrope, Inc. (the
“Company”) has prepared this registration statement on Form S-8 (the “Registration Statement”) to register
an additional 850,000 shares of the Company’s common stock, par value $0.0001 per share, for issuance under the Neurotrope,
Inc. 2017 Equity Incentive Plan, as amended (the “Plan”). Accordingly, pursuant to General Instruction E to Form
S-8, the contents of the earlier registration statement relating to the Plan (Registration File No. 333-222274) filed
with the Securities and Exchange Commission (the “Commission”) on December 22, 2017 are hereby incorporated herein
by reference.
This Registration Statement
additionally registers 100,000 shares of common stock issuable upon exercise of a non-qualified stock option granted to Michael
Ciraolo, Chief Operating Officer and General Counsel of the Company, on April 15, 2019, pursuant to the terms of a Non-Qualified
Stock Option Agreement by and between the Registrant and Dr. Ciraolo, dated as of April 15, 2019 (the “Ciraolo Option Agreement”)
as an inducement material to his entering into employment with the Company.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
The
documents containing the information specified in this Part I will be delivered to the participants in the Plan covered by this
Registration Statement and to Dr. Ciraolo pursuant to the Ciraolo Option Agreement as required by Rule 428(b)(1). Such documents
are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents
previously filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are incorporated by reference in this Registration Statement (other than, in each case, documents or information deemed to be furnished
and not filed in accordance with Commission rules):
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a)
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
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d)
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The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38045) filed under the Exchange Act, filed with the Commission on March 27, 2017, including any amendment or report filed for the purpose of updating such description.
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In addition, all documents
that we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be
a part hereof from the date of filing of such documents.
Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference or deemed to be a part of this Registration Statement
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference
or deemed to be a part of this Registration Statement modifies or supersedes such statement. Any statement contained in a document
that is deemed to be incorporated by reference or deemed to be a part of this Registration Statement after the most recent effective
date may modify or replace existing statements contained in this Registration Statement. In either case, any statement so modified
or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Nevada Revised Statutes
(NRS) Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors, officers, employees and agents. The
person entitled to indemnification must have conducted himself in good faith, and must reasonably believe that his conduct was
in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have
had reasonable cause to believe that his conduct was unlawful.
Under NRS Section 78.751,
advances for expenses may be made by agreement if the director or officer affirms in writing that he has met the standards for
indemnification and will personally repay the expenses if it is determined that such officer or director did not meet those standards.
Our Articles of Incorporation,
as amended, provide a limitation of liability such that no director or officer of the Company shall be personally liable to the
Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer or for any act or omission
of any such director or officer; however, the foregoing provision shall not eliminate or limit the liability of a director or officer
for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (b) the payment of dividends
in violation of NRS Section 78.300.
Our By-Laws state that
we shall indemnify every (i) present or former director or officer of us, (ii) any person who while serving in any of the capacities
referred to in clause (i) served at our request as a director, officer, member, manager, partner, trustee, fiduciary employee or
agent another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise,
and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof
to serve in any of the capacities referred to in clauses (i) or (ii), each an Indemnitee.
Our By-Laws provide
that we shall indemnify an Indemnitee against all expenses, including attorneys’ fees and disbursements, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding
if such person is not liable, or acted in good faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful; provided, however, that (i) the Company is not be obligated to indemnify a person who is or was a
director, officer employee or agent of the Company against expenses incurred in connection with an action, suit, proceeding or
investigation to which such person is threatened to be made a party but does not become a party unless the incurring of such expenses
was authorized by or under the authority of the Board of Directors and (ii) the Company is not be obligated to indemnify against
any amount paid in settlement unless the Board of Directors has consented to such settlement
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant
to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.
We have entered into
indemnification agreements with our directors and officers, whereby we have agreed, subject to certain exceptions, to indemnify
our directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred
in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such
director or officer is or was a director, officer, employee or agent of us. At present, there is no pending litigation or proceeding
involving any of our directors or officers regarding which indemnification is sought, nor are we aware of any threatened litigation
that may result in claims for indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits
filed herewith or incorporated by reference is contained in the Exhibit Index immediately following the signature pages and is
incorporated herein by reference.
Item 9. Undertakings.
The Company hereby
undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided,
however, that paragraphs (1)(i) and (1)(ii) of this section shall not apply if the information required to be included in a post-effective
amendment by those clauses is contained in reports filed with or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
The Company hereby
undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on August 26, 2019.
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Neurotrope, Inc.
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By:
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/s/ Charles S. Ryan, JD, PhD
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Name:
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Charles S. Ryan, JD, PhD
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Title:
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Chief Executive Officer
(principal executive officer)
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Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person in so signing also makes, constitutes and appoints Charles S. Ryan and Robert Weinstein, and each
of them acting alone, his or her true and lawful attorney-in-fact, with full power of substitution, in any and all capacities,
to execute and cause to be filed with the Securities and Exchange Commission pursuant to the requirements of the Securities Act
of 1933, any and all amendments and post-effective amendments to this Registration Statement, with exhibits to such registration
statements and amendments and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact
or his or her substitute or substitutes may do or cause to be done by virtue hereof.
Signature
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Title
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Date
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/s/ Joshua N. Silverman
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Director and Chairman of the Board
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August 26, 2019
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Joshua N. Silverman
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/s/ Charles S. Ryan, JD, PhD
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Director and Chief Executive Officer
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August 26, 2019
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Charles S. Ryan, JD, PhD
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/s/ James R. Gottlieb
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Director
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August 26, 2019
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James Gottlieb
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/s/ William S. Singer
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Director
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August 26, 2019
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William S. Singer
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Director
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August 26, 2019
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George Perry, Ph.D.
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Director
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August 26, 2019
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Shana Kay Phares
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/s/ Bruce T. Bernstein
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Director
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August 26, 2019
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Bruce T. Bernstein
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/s/ Robert Weinstein
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Chief Financial Officer, Executive Vice President, Treasurer and Secretary (principal financial officer and principal accounting officer)
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August 26, 2019
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Robert Weinstein
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/s/ Jonathan Schechter
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Director
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August 26, 2019
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Jonathan Schechter
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/s/ Ivan Gergel
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Director
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August 26, 2019
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Ivan Gergel
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EXHIBIT INDEX
Exhibit
No.
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Description
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3.1
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Articles of Incorporation of Neurotrope, Inc. Incorporated by reference from Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 8, 2019.
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3.2
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Florida Articles of Merger of BlueFlash Communications, Inc. with and into Neurotrope, Inc., filed August 5, 2013. Incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 10-K filed with the SEC on March 8, 2019.
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3.3
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Nevada Articles of Merger of BlueFlash Communications, Inc. with and into Neurotrope, Inc., filed August 5, 2013. Incorporated by reference from Exhibit 3.3 to the Registrant’s Current Report on Form 10-K filed with the SEC on March 8, 2019.
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3.4
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Certificate of Merger of Neurotrope BioScience, Inc., with and into Neurotrope Acquisition, Inc., filed August 23, 2013. Incorporated by reference from Exhibit 3.4 to Company’s Current Report on Form 8-K filed with the SEC on March 8, 2019.
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3.5
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Amended and Restated By-Laws of the Registrant. Incorporated by reference from Exhibit 3.5 to the Company’s Current Report on Form 10-K filed with the SEC on March 8, 2019.
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4.1
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2017 Equity Incentive Plan of Neurotrope, Inc., as amended. Incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement filed with the SEC on June 5, 2019.
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4.4
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Form
of Option Agreement under 2017 Equity Incentive Plan of Neurotrope, Inc. Incorporated by reference from Exhibit 10.20 to the Company’s
Current Report on Form 10-K filed with the SEC on March 8, 2019.
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4.5*
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Form of Non-Qualified Stock Option Agreement, by and between the Company
and Michael Ciraolo, dated as of April 15, 2019.
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5.1*
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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23.1*
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in Exhibit 5.1 filed herewith)
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23.2*
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Consent of Friedman LLP
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24.1*
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Power of Attorney (included on signature pages hereto)
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