Item 1.01 Entry into a Material Definitive Agreement
On May 17, 2020, Neurotrope, Inc., a Nevada corporation (“Neurotrope”), Petros Pharmaceuticals, Inc., a
Delaware corporation formed for the purposes of effecting transactions contemplated by the Merger Agreement (“Petros”),
PM Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Petros (“Merger Sub 1”),
PN Merger Sub 2, Inc., a Nevada corporation and a wholly-owned subsidiary of Petros (“Merger Sub 2”),
and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”).
The Merger Agreement provides for (1) the
merger of Merger Sub 1, with and into Metuchen, with Metuchen surviving as a wholly-owned subsidiary of Petros (the “Metuchen
Merger”) and (2) the merger of Merger Sub 2 with and into Neurotrope, with Neurotrope surviving as a wholly-owned
subsidiary of Petros (the “Neurotrope Merger” and together with the Metuchen Merger, the “Mergers”).
The Mergers are intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 351 of
the Internal Revenue Code of 1986, as amended.
As a result of the Metuchen Merger, each
outstanding common unit or preferred unit of Metuchen will be exchanged for a number of shares of Petros common stock equal to
the quotient resulting from the formula of (i) 95,908,502 divided by (ii) the number of fully-diluted units of the Company outstanding
immediately prior to the effective time of the Mergers. As a result of the Neurotrope Merger, each outstanding share of Neurotrope
common stock will be exchanged for one (1) share of Petros common stock and each outstanding share of Neurotrope preferred stock
will be exchanged for one (1) share of Petros preferred stock. Following the Mergers, the Petros Preferred Stock will have substantially
the same conversion rights (proportionally adjusted to give effect to the Mergers), powers, rights and privileges as the Neurotrope
preferred stock prior to the Mergers. In addition, each outstanding option to purchase Neurotrope common stock or outstanding warrant
to purchase common stock that has not previously been exercised prior to the closing of the Mergers (the “Closing”)
will be converted into equivalent options and warrants to purchase shares of Petros common stock and will be adjusted to give effect
to the exchange ratios set forth in the Merger Agreement.
Upon the Closing, on a pro forma basis,
current Neurotrope shareholders will own approximately 20.0% of the combined company and current Metuchen investors will own approximately
80.0% of the combined company.
In connection with the Mergers, Neurotrope
plans to spin-off (the “Spin-Off”) its wholly-owned subsidiary, Neurotrope Biosciences, Inc. Substantially all of the
consolidated operations of Neurotrope were conducted through such subsidiary and substantially all of the consolidated operating
assets and liabilities of Neurotrope reside in such subsidiary. The Spin-Off is planned to be made as a distribution to Neurotrope’s
stakeholders as of a record date prior to the Mergers, but the distribution is currently contemplated to occur after the Closing.
The spun-off entity will be capitalized with all cash in excess of the $20 million to be retained by Metuchen, subject to adjustment
for the proceeds from any exercise of Neurotrope’s warrants between the date of execution of the Merger Agreement and closing
of the Mergers. The proceeds of any such warrant exercises will be split 80% to Metuchen and 20% to the spun-off entity. The record
date for the Spin-Off, the ratio of the Spin-Off shares distributed to the Neurotrope shares held as of the record date and the
extent to which other stakeholders of Neurotrope may be entitled to participate in the Spin-Off have not yet been determined.
Consummation of the Mergers is subject
to certain closing conditions, including, among other things, approval by the securityholders of Neurotrope and Metuchen and the
listing of the Petros common stock on the Nasdaq Stock Market after the Mergers. In accordance with the terms of the Merger
Agreement, (i) certain executive officers, directors and unitholders of Metuchen (solely in their respective capacities as
Metuchen unitholders) holding approximately 84% of the outstanding Metuchen capital units have entered into voting agreements
with Neurotrope to vote all of their Metuchen capital units in favor of adoption of the Merger Agreement (the “Metuchen
Voting Agreements”) and (ii) certain executive officers, directors and stockholders of Neurotrope (solely in
their respective capacities as Neurotrope stockholders) holding less than 1% of the outstanding Neurotrope common stock have entered
into voting agreements with Metuchen to vote all of their shares of Neurotrope common stock in favor of approval of the Merger
Agreement (the “Neurotrope Voting Agreements”, and together with the Metuchen Voting Agreements, the
“Voting Agreements”). The Voting Agreements include covenants with respect to the voting of such
shares or units in favor of approving the transactions contemplated by the Merger Agreement and against any competing acquisition
proposals. In addition, concurrently with the execution of the Merger Agreement, (i) certain executive officers, directors
and unitholders of Metuchen and (ii) certain executive officers, directors and stockholders of Neurotrope have entered into
lock-up agreements (the “Lock-Up Agreements”) pursuant to which they accepted certain restrictions on
transfers of shares of Petros common stock for the nine-month period following the Closing.
The Merger Agreement contains certain termination
rights for both Neurotrope and Metuchen, and further provides that, upon termination of the Merger Agreement under specified circumstances,
either party may be required to pay the other party a termination fee of $1,000,000 plus third party expenses incurred by the terminating
party.
At the effective time of the Mergers, the
Board of Directors of Petros is expected to consist of nine members, five of whom will be designated by Metuchen and four of whom
will be designated by Neurotrope.
In connection with the entry into the Merger
Agreement, Neurotrope and an affiliated entity of Juggernaut Capital Partners (the “Investor”) entered into a Backstop
Agreement pursuant to which the Investor agreed to contribute to Metuchen at the Closing an amount equal to the Working Capital
Shortfall Amount (as defined in the Merger Agreement), if any, as determined in accordance with Section 1.8 of the Merger Agreement,
up to an aggregate amount not to exceed $6,000,000 (the “Commitment Cap”). Following the Closing and until the one-year
anniversary of the Closing (the “Anniversary Date”), the Investor agreed to contribute, or cause an affiliate to contribute,
to Petros an amount equal to the Commitment Cap less the Working Capital Shortfall Amount (the “Post-Closing Commitment”)
on the Anniversary Date; provided, however, that, (a) in the event that, at any time between the Closing and the Anniversary Date,
the closing price per share of Petros’ common stock on the Nasdaq Capital Market or any other securities exchanges on which
the Petros common stock is then traded equals or exceeds $2.175 for a period of ten (10) consecutive trading days, then the Post-Closing
Commitment shall be reduced by fifty percent (50%) and (b) in the event that, at any time between the Closing and the Anniversary
Date, the closing price per share of Petros’ common stock on the Nasdaq Capital Market or any other securities exchanges
on which the Petros common stock is then traded equals or exceeds $2.5375 for a period of ten (10) consecutive trading days, then
the Post-Closing Commitment shall be $0.
In addition, in connection with the entry
into the Merger Agreement, the Investor, Neurotrope and Metuchen entered into a Note Conversion and Loan Repayment Agreement pursuant
to which the Investor agreed to fund up to $1.5 million to Metuchen from time to time no later than the Closing to permit Metuchen
to make certain monthly payments pursuant to its outstanding credit facility. Further, pursuant to the terms of the Note Conversion
and Loan Repayment Agreement, the Investor agreed to convert all outstanding promissory notes of Metuchen held by the Investor
into shares of Petros common stock in connection with the Closing. As of the date of this Current Report on Form 8-K, the Investor
has funded promissory notes of Metuchen equal to an aggregate of $8.5 million.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement, the form of Metuchen Voting Agreements, the form of Neurotrope
Voting Agreements, the form of Lock-Up Agreements and the form of Juggernaut Backstop Agreement, which are filed as Exhibits 2.1,
2.2, 2.3, 2.4 and 99.9, respectively, to this Form 8-K and which are incorporated herein by reference. The Merger Agreement
has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information
regarding its terms. It is not intended to provide any other factual information about Metuchen or Neurotrope or to modify or supplement
any factual disclosures about Neurotrope in its public reports filed with the SEC. The Merger Agreement includes representations,
warranties and covenants of Metuchen and Neurotrope made solely for the purpose of the Merger Agreement and solely for the benefit
of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations,
warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts
or conditions of Metuchen, Neurotrope or any of their respective affiliates. Moreover, certain of those representations and warranties
may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from
those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger
Agreement, rather than establishing matters of fact.
Forward-Looking Statements
This communication contains forward-looking
statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended) concerning Neurotrope, Metuchen, the proposed transactions and other matters.
These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial
condition, or otherwise, based on current beliefs of the management of Neurotrope, as well as assumptions made by, and information
currently available to, management. Forward-looking statements generally include statements that are predictive in nature
and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,”
“would,” “expect,” “anticipate,” “plan,” “likely,” “believe,”
“estimate,” “project,” “intend,” and other similar expressions. Statements that are not historical
facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject
to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained
in any forward-looking statement as a result of various factors, including, without limitation: the risk that the conditions to
the closing of the transactions are not satisfied, including the failure to obtain stockholder approval for the transactions in
a timely manner or at all; uncertainties as to the timing of the consummation of the Mergers and the Spin-Off and the ability of
each of Petros, Neurotrope and Metuchen to consummate the transactions; risks related to Petros’ initial listing on The Nasdaq
Capital Market at the closing of the proposed transaction; risks related to Neurotrope’s ability to correctly estimate
its operating expenses and its expenses associated with the transaction; the ability of Neurotrope or Metuchen to protect their
respective intellectual property rights; competitive responses to the transaction; unexpected costs, charges or expenses resulting
from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the transaction; and legislative, regulatory, political and economic developments. The foregoing review of important factors
that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction
with statements that are included herein and elsewhere, including the risk factors included in Neurotrope’s most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Neurotrope
can give no assurance that the conditions to the transaction will be satisfied. Except as required by applicable law, Neurotrope
undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication is not intended to and
does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe
for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Subject
to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be
made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction,
or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and
the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transaction
among Petros, Neurotrope and Metuchen, Petros intends to file relevant materials with the SEC, including a registration statement
that will contain a proxy statement and prospectus. NEUROTROPE URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PETROS, NEUROTROPE,
METUCHEN, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies
of the proxy statement, prospectus and other documents filed by Petros and Neurotrope with the SEC (when they become available)
through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain
free copies of the proxy statement, prospectus and other documents filed by Petros and Neurotrope with the SEC by contacting Investor
Relations by mail at Neurotrope, Inc., Attn: Investor Relations, 1185 Avenue of the Americas, 3rd Floor, New York,
New York 10036. Investors and stockholders are urged to read the proxy statement, prospectus and the other relevant materials
when they become available before making any voting or investment decision with respect to the proposed transaction.
Participants in the Solicitation
Petros, Neurotrope and Metuchen, and each
of their respective directors and executive officers and certain of their other members of management and employees, may be deemed
to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Neurotrope’s
directors and executive officers is included in Neurotrope’s Annual Report on Form 10-K for the year ended December 31,
2019, filed with the SEC on March 13, 2020. Additional information regarding these persons and their interests in the
transaction will be included in the proxy statement relating to the transactions when it is filed with the SEC. These documents
can be obtained free of charge from the sources indicated above.