Item 8.01 Other Events.
As previously disclosed, on May 17, 2020, Neurotrope, Inc., a Nevada corporation
("Neurotrope"), entered into an Agreement and Plan of Merger (the "Original
Merger Agreement") with 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 Delaware corporation and a wholly-owned subsidiary of Petros ("Merger Sub 2"),
and Metuchen Pharmaceuticals LLC, a Delaware limited liability company
("Metuchen"), as amended by the First Amendment to the Original Merger Agreement
(the "First Amendment"), dated as of July 23, 2020 and the Second Amendment to
the Original Merger Agreement, dated as of September 30, 2020 (the "Second
Amendment" and, together with the Original Merger Agreement and the First
Amendment, 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").
Pursuant to Sections 2.1(b) and 2.3(b) of the Merger Agreement and as described
in Petros' registration statement on Form S-4 (File No. 333-240064) (the
"Registration Statement") that was declared effective by the U.S. Securities and
Exchange Commission ("SEC") on October 29, 2020, the parties to the Merger
Agreement may mutually agree, for Nasdaq listing purposes, to adjust the
exchange ratios pursuant to the Merger Agreement. In order to meet the listing
requirements of Petros' common stock on the Nasdaq Capital Market, the parties
to the Merger Agreement currently expect that 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, par value $0.0001 per
share (the "Petros Common Stock") equal to 0.56008based on an estimated
4,949,610 shares of Petros Common Stock expected to be issued to the holders of
Metuchen units in the Mergers. In addition, each securityholder of Metuchen
prior to the Mergers will receive a right to receive such securityholder's pro
rata share of the shares of Petros Common Stock potentially issuable upon the
achievement of certain milestones set forth in the Merger Agreement.
In addition, the parties to the Merger Agreement currently expect that as a
result of the Neurotrope Merger, every five (5) shares of Neurotrope common
stock, par value $0.0001 per share (the "Neurotrope Common Stock") will be
exchanged for one (1) share of Petros Common Stock and each outstanding share of
Neurotrope preferred stock, par value $0.001 per share (the "Neurotrope
Preferred Stock") will be exchanged for one (1) share of Petros preferred stock
(the "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 and the final exchange ratios), 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 will be converted into equivalent
options and warrants to purchase shares of Petros Common Stock and will be
adjusted to give effect to the final exchange ratios.
The final exchange ratios will be determined pursuant to the Merger Agreement
and remain subject to change. All references to shares and per share amounts in
the Registration Statement will be adjusted to reflect the final exchange ratios
as determined pursuant to the Merger Agreement.
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,
Petros, Metuchen, the proposed transactions, the proposed exchange ratios 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 of Neurotrope's wholly-owned subsidiary, Neurotrope Bioscience, Inc.,
and the ability of Neurotrope to consummate the Neurotrope Merger; risks related
to Neurotrope's ability to correctly estimate its operating expenses and its
expenses associated with the transaction; the ability of Neurotrope to protect
its 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 Securities Exchange
Commission (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 Information About the Business Combination and Where to Find It
In connection with the proposed transaction among Petros, Neurotrope and
Metuchen, Petros has filed a registration statement that was declared effective
by the SEC on October 29, 2020 and that contains a proxy statement and
prospectus. NEUROTROPE URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
PETROS, NEUROTROPE, METUCHEN, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and shareholders are able to obtain free copies of the proxy
statement, prospectus and other documents filed by Petros and Neurotrope with
the SEC through the website maintained by the SEC at www.sec.gov. In addition,
investors and shareholders are 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 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.
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