Securities Registration (section 12(b)) (8-a12b)
September 09 2019 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-A
FOR REGISTRATION
OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO
SECTION 12(b) OR 12(g) OF
THE SECURITIES
EXCHANGE ACT OF 1934
Neurotrope,
Inc.
(Exact name
of registrant as specified in its charter)
Nevada
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46-3522381
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1185 Avenue of the Americas, 3rd
Floor
New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Securities to
be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Preferred Stock Purchase Rights
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The Nasdaq Stock Market
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If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c),
check the following box. x
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d),
check the following box. ¨
Securities Act
registration statement file number to which this form relates: (if applicable)
Securities to
be registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Item 1.
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Description of Registrant’s
Securities to be Registered.
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On September 9,
2019, the Board of Directors of Neurotrope, Inc. (the “Company”) declared a dividend of one preferred share purchase
right (a “Right”), payable on September 19, 2019, for each share of common stock, par value $0.0001 per share, of the
Company (the “Common Shares”) outstanding on September 19, 2019 to the stockholders of record on that date. In connection
with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as
of September 9, 2019, between the Company and Philadelphia Stock Transfer, Inc., as rights agent.
Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share of Series C Preferred Stock, par value
$0.0001 per share, of the Company (the “Preferred Shares”) at a price of $20 per one one-thousandth of a
Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment.
The Rights are
in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The
description of the Rights is incorporated herein by reference to the description set forth under Items 1.01 and 5.03 of the Company’s
Current Report on Form 8-K filed on September 9, 2019 and is qualified in its entirety by reference to the full text
of the Rights Agreement.
Exhibit
No.
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Description of Exhibit
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3.1
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Certificate of Designations, Preferences and Rights of Series C Preferred Stock of Neurotrope, Inc., as filed with the Secretary of State of the State of Nevada on September 9, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019).
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4.1
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Rights Agreement, dated as of September 9, 2019, between Neurotrope, Inc. and Philadelphia Stock Transfer, Inc., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019).
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SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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NEUROTROPE, INC.
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By:
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/s/ Robert Weinstein
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Name:
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Robert Weinstein
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Title:
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Chief Financial Officer
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Date: September 9, 2019
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