Current Report Filing (8-k)
October 25 2019 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 23, 2019
NEUROTROPE, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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000-55275
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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 No.)
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1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
(Address of principal executive offices and zip code)
Registrant’s telephone number,
including area code: (973) 242-0005
(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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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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NTRP
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The Nasdaq Stock Market
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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 October 23, 2019, Neurotrope, Inc.
(the “Company”) and its operating subsidiary, Neurotrope BioScience, Inc. entered into a separation agreement
(the “Separation Agreement”) with Michael F. Ciraolo, J.D., Ph.D., pursuant to which Dr. Ciraolo resigned from
his positions as General Counsel and Chief Operating Officer of the Company. Dr. Ciraolo’s resignation is effective as
of October 31, 2019 (the “Effective Date”). Under the terms of the Separation Agreement, Dr. Ciraolo will receive
severance (the “Severance”) equal to (i) $83,750, which represents three month’s base salary, (ii) a
pro-rated bonus in the amount of $58,625 and (iii) $3,435.90 for accrued but unused vacation time. The Severance will be paid
in substantially equal installments pursuant to the Company’s regular payroll schedule over a period of two months
commencing on the Company’s first practicable payroll date following the Effective Date.
The Separation Agreement contains certain
customary provisions regarding confidentiality and non-disparagement and provides for the release of certain claims between the
parties.
The foregoing summary of the Separation
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation
Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth under Item 1.01
of this Current Report on Form 8-K is hereby incorporated into this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
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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Date: October 25, 2019
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By: /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, Executive Vice President, Secretary and Treasurer
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