NEW YORK, Jan. 22, 2020 /PRNewswire/ -- Neurotrope,
Inc. (the "Company") (NASDAQ:NTRP) today announced that it has
received commitments from institutional investors and pre-existing
high net worth individuals to purchase an aggregate of $18 million of the Company's securities in a
registered direct offering.
The Company entered into definitive purchase agreements with
these investors pursuant to which the Company agreed to sell an
aggregate of 18,000 shares of its Series D Convertible Preferred
Stock (which are convertible into a total of approximately
10,909,091 shares of common stock) and warrants potentially
exercisable for up to approximately 10,909,091 additional shares of
its common stock. Subject to certain ownership limitations, the
preferred stock is convertible at any time at the option of the
holder into shares of common stock at a conversion price of
$1.65 (which represents $0.20 above $1.45,
the closing price of the common stock on the previous trading day).
The warrants will be exercisable at a price of $1.65 per share and will expire five years from
the issuance date. The closing of the offering is expected to take
place on or about January 23, 2020,
subject to the satisfaction of customary closing conditions.
The estimated net proceeds to the Company from the offering are
expected to be approximately $16.4
million. The Company intends to use the net proceeds from
this offering for general corporate purposes.
Katalyst Securities LLC acted as our Financial Advisor on
this transaction.
A shelf registration statement (File No. 333-217089) relating to
the shares of preferred stock and warrants issued in the offering
(and the shares of common stock issuable upon conversion of the
preferred stock exercise of the warrants) has been filed with and
declared effective by the Securities and Exchange Commission (the
"SEC"). A prospectus supplement relating to the offering will be
filed by the Company with the SEC. Copies of the prospectus
supplement, together with the accompanying prospectus, can be
obtained at the SEC's website at http://www.sec.gov, from Katalyst
Securities LLC by e-mailing rweinstein@neurotrope.com, or from
Neurotrope, Inc., 1185 Avenue of the Americas, 3rd Floor,
New York, New York 10036,
Attention: Investor Relations.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company in
this offering. There shall not be any offer, solicitation of an
offer to buy, or sale of securities in any state or jurisdiction in
which such an offering, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction. Any offering will be made only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement.
Forward-Looking Statements
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking
statements. These forward-looking statements include statements
regarding the Company's plans to explore strategic alternatives and
the potential outcome and benefits of a potential strategic
transaction, the Phase 2 study and further studies, and continued
development of use of Bryostatin-1 for AD and other cognitive
diseases. Such forward-looking statements are subject to risks and
uncertainties and other influences, many of which the Company has
no control over. There can be no assurance that the Company will be
able to identify potential strategic transactions and complete any
transactions it may pursue or realize the expected benefits from a
strategic review or a strategic transaction, the clinical program
for Bryostatin-1 will be successful in demonstrating safety and/or
efficacy, that we will not encounter problems or delays in clinical
development, or that Bryostatin-1 will ever receive regulatory
approval or be successfully commercialized. Actual results and the
timing of certain events and circumstances may differ materially
from those described by the forward-looking statements as a result
of these risks and uncertainties. Additional factors that may
influence or cause actual results to differ materially from
expected or desired results may include, without limitation, the
Company's inability to identify potential strategic transactions
and to complete any transactions it pursues, the Company's
inability to obtain adequate financing, the significant length of
time associated with drug development and related insufficient cash
flows and resulting illiquidity, the Company's patent portfolio,
the Company's inability to expand its business, significant
government regulation of pharmaceuticals and the healthcare
industry, lack of product diversification, availability of the
Company's raw materials, existing or increased competition, stock
volatility and illiquidity, and the Company's failure to implement
its business plans or strategies. These and other factors are
identified and described in more detail in the Company's filings
with the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K for the year ended
December 31, 2018, and Quarterly
Report on Form 10-Q for the quarter ended September 30, 2019. The Company does not
undertake to update these forward-looking statements.
Contact information:
Robert Weinstein
Chief Financial Officer
Email: rweinstein@neurotrope.com
Phone: 973.242.0005 Ext.101
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SOURCE Neurotrope, Inc.