Additional Proxy Soliciting Materials (definitive) (defa14a)
December 11 2018 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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¨
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Soliciting Material Under Rule 14a-12
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Neurotrope,
Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
|
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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1) Title of each class of securities to
which transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
¨
Fee paid previously with preliminary materials.
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
1) Amount
previously paid:
2) Form,
Schedule or Registration Statement No:
3) Filing
party:
4) Date
Filed:
Neurotrope, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
Annual Meeting of Stockholders
Wednesday, December 12, 2018
Supplement No. 1 to
Definitive Proxy Statement dated October
24, 2018
On October 24, 2018,
Neurotrope, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”)
with the Securities and Exchange Commission, which was distributed in connection with the Company’s Annual Meeting of Stockholders
to be held on December 12, 2018 (the “Annual Meeting”).
The Company is providing
this supplement solely to correct an inadvertent error in the Proxy Statement. In the description of
Proposal 2 under the heading “What Vote is Required to Approve Each Proposal and How are Votes Counted?”, which appears
on page 5 of the Proxy Statement, the Company disclosed that “The affirmative vote of a majority of the votes present or
represented by proxy and entitled to vote at the annual meeting for this proposal is required to approve the amendment to the Neurotrope,
Inc. 2017 Equity Incentive Plan to increase the number of shares available for the grant of awards. Brokerage firms do not have
authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not
voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes will have the same effect as a vote
against this proposal.”
The above disclosure
incorrectly stated the treatment of abstentions and broker non-votes with respect to Proposal 2. In order to correct the error discussed
above, the text below replaces, in its entirety, the description of Proposal 2 under the heading “What Vote is Required to
Approve Each Proposal and How are Votes Counted?” on page 5 of the Proxy Statement:
“The affirmative
vote of a majority of the total votes cast on the proposal is required to approve the amendment to the Neurotrope, Inc. 2017 Equity
Incentive Plan to increase the number of shares available for the grant of awards. Abstentions will have no effect on the results
of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on
this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will
have no effect on the results of this vote.”
Except as described
above, this supplement to the Proxy Statement does not modify, amend, supplement, or otherwise affect the Proxy
Statement.
If you have already
voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. If you would
like to change or revoke your prior vote on any proposal, please refer to the Proxy Statement for instructions on how to do so.
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