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Item 1.01
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Entry into a Material
Definitive Agreement.
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On January 22,
2020, Neurotrope, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain institutional investors and certain pre-existing high net worth individual investors (the “Purchasers”).
Pursuant to the terms of the Purchase Agreement, the Company agreed to sell to the Purchasers in a registered offering an aggregate
of 18,000 shares of its newly designated Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D
Preferred Stock”) (which are convertible into a total of 10,909,100 shares of common stock) and Series H warrants to purchase
up to an aggregate of 10,909,100 shares of common stock for an aggregate purchase price of approximately $18 million (the “Offering”).
The warrants will be exercisable at a price of $1.65 per share immediately upon issuance. They will feature a five-year term and
a right by the Company, in certain circumstances, to call for the cancellation of up to 50% of the shares of common stock underlying
such warrants for consideration equal to $0.0001 per share of underlying common stock in the event the value weighted average price
of the Company’s common stock exceeds $5.00 for each of 10 consequence trading days in a 30-day calendar period. The Series
D Preferred Stock and the Series H warrants will be immediately separable and will be issued separately. The net proceeds to the
Company from the offering are expected to be approximately $16.4 million, after deducting placement agent fees, financial advisory
fees and estimated offering expenses payable by the Company. The offering is expected to close on or about January 23, 2020, subject
to customary closing conditions.
The Purchase Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, termination provisions, and
other obligations and rights of the parties. The representations, warranties and covenants contained in the Purchase Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties. The offering of Series D Preferred Stock and Series H
warrants was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-217089), previously
filed with and declared effective by the Securities and Exchange Commission, and a prospectus supplement thereunder. A copy of
the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. relating to the legality of the issuance and sale of the securities
in the offering is attached to this report as Exhibit 5.1. This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
In connection with the offering, on January
22, 2020, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights
and Limitations of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”) establishing and
designating the rights, powers and preferences of the Series D Preferred Stock. The Company designated 18,000 shares of Series
D Preferred Stock. Pursuant to the Series D Certificate of Designation, the holders of the Series D Preferred Stock are entitled,
among other things, to the right to participate in any dividends and distributions paid to common stockholders on an as-converted
basis. The Series D Preferred Stock has no voting rights except as required by law. The Series D Preferred Stock will be convertible
at any time and from time to time without the payment of additional consideration into shares of the Company’s common stock
at a conversion price of $1.65 per share, subject to certain adjustments and has a stated value of $1,000 per share of Series D
Preferred Stock. In the event of any liquidation or dissolution of the Company, the Series D Preferred Stock will rank junior to
the Company's Series C Preferred Stock and any other class of preferred stock of senior rank to the Series D Preferred Stock, senior
to any other class of preferred stock and to the Company’s common stock in the distribution of assets, to the extent legally
available for distribution.
Pursuant to an
advisory consulting agreement (the “Advisory Agreement”), the Company engaged Katalyst Securities LLC (“Katalyst”)
as advisory financial consultant in connection with the registered direct offering. The Company agreed to pay to Katalyst a consulting
fee of $1,350,000, plus reimbursement of up to $50,000 in legal expenses. In addition, Katalyst shall receive warrants to purchase
200,000 shares of common stock. Such warrants will have the same terms as the warrants issued to the investors in the offering.
The foregoing
descriptions of the Purchase Agreement, the Series D Certificate of Designation, Series H warrants and the Advisory Agreement are
not complete and are qualified in their entireties by reference to the full text of the form of Purchase Agreement, Series D Certificate
of Designation, form of Series H warrant and Advisory Agreement, copies of which are attached to this report as Exhibit 10.1, 3.1,
4.1 and 10.2, respectively.
The Company issued
a press release in connection with the offering, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference
herein.