Current Report Filing (8-k)
February 26 2020 - 9:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February
26, 2020
NEUROTROPE, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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001-38045
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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
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)
(973) 242-0005
(Registrant’s telephone number,
including area code)
Not applicable
(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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¨
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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 7.01. Regulation FD Disclosure.
Neurotrope, Inc. (the “Company”)
has prepared an investor presentation to be presented at the 8th Annual Neurodegenerative Drug Development Summit in
Boston, Massachusetts on February 26, 2020. Copies of the investor presentation and related abstract are attached hereto as Exhibits
99.1 and 99.2, respectively.
In accordance with General Instruction
B.2 on Form 8-K, the information set forth in this Item 7.01 and the investor presentation and abstract attached to this report
as Exhibits 99.1 and 99.2, respectively, are “furnished” and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor
shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended.
Any statements contained in the investor
presentation and abstract 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 Alzheimer’s disease 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 the Company 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.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
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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Dated: February 26, 2020
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By:
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/s/ Robert Weinstein
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Name: Robert Weinstein
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Title: Chief Financial Officer,
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Executive Vice President, Secretary and Treasurer
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