Filed Pursuant to Rule 424(b)(5)
Registration No. 333-217089
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 21, 2017)
18,000 Shares
of Series D Convertible Preferred Stock
(10,909,100
Shares of Common Stock issuable upon conversion of the Series D Convertible Preferred Stock)
Series H Warrants
to Purchase 10,909,100 Shares of Common Stock
(10,909,100
Shares of Common Stock issuable upon exercise of the Series H Warrants)
We are offering
18,000 shares of our Series D Convertible Preferred Stock (and the shares of common stock issuable from time to time upon the conversion
of such Series D Convertible Preferred Stock) and Series H Warrants to purchase up to 10,909,100 shares of our common stock (and
the shares of common stock issuable from time to time upon the exercise of such Series H Warrants) directly to certain investors
pursuant to this prospectus supplement and the accompanying prospectus. Each Series H Warrant has an exercise price of $1.65 per
share of common stock. The shares of Series D Convertible Preferred Stock and Series H Warrants can only be purchased together
in this offering but will be issued separately and will be immediately separable upon issuance.
The Series D Convertible
Preferred Stock has a stated value of $1,000 per share and is convertible into common stock at a conversion price equal to $1.65
per share of common stock, subject to adjustment in limited circumstances. The Series H Warrants may be exercised to purchase one
share of common stock at an exercise price equal to $1.65, are exercisable immediately upon issuance and will expire on the date
that is five years from the date of issuance.
Our common stock
is traded on The Nasdaq Capital Market under the symbol “NTRP.” We do not intend to list the Series D Convertible Preferred
Stock or the Series H Warrants, nor do we expect the Series D Convertible Preferred Stock or the Series H Warrants to be quoted,
on any securities exchange. On January 22, 2020, the last reported sale price of our common stock as reported on The Nasdaq Capital
Market was $1.42 per share.
All sales will
be evidenced by separate securities purchase agreements between us and the investors. See “Plan of Distribution” on
page S-14 of this prospectus supplement for more information regarding these arrangements.
Investing in
our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectus
supplement.
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Per Preferred
Share
and
Accompanying
Warrant
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Total
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Offering price
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$
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1,000.00
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$
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18,000,000
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Advisory fees (1)
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$
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75.00
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$
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1,350,000
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Proceeds, before expenses, to us (1)
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$
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925.00
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$
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16,650,000
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(1)
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We have agreed to pay a certain advisory financial consultant an aggregate of $1,350,000 and warrants to purchase an aggregate of 200,000 shares of common stock and to reimburse such consultant for certain offering-related expenses. See “Plan of Distribution.”
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Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Delivery of the
shares of Series D Convertible Preferred Stock and Series H Warrants is expected to be made on or about January 23, 2020, subject
to customary closing conditions.
The date of
this prospectus supplement is January 22, 2020.
TABLE
OF CONTENTS
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus
supplement and the accompanying prospectus relate to an offering of our Series D Convertible Preferred Stock and Series H Warrants
to purchase common stock. Before buying any of the securities that we are offering, we urge you to carefully read this prospectus
supplement and the accompanying prospectus, together with the information incorporated by reference as described under “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement.
These documents contain important information that you should consider when making your investment decision.
Unless the context
requires otherwise, references in this prospectus supplement and the accompanying prospectus to “Neurotrope,” “the
company,” “we,” “us” and “our” refer to Neurotrope, Inc.
This document
is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to, updates
and changes information contained in the accompanying prospectus and the documents incorporated by reference. The second part is
the accompanying prospectus, which gives more general information. To the extent the information contained in this prospectus supplement
differs from or conflicts with the information contained in the accompanying prospectus or any document incorporated by reference,
the information in this prospectus supplement will control. If any statement in one of these documents is inconsistent with a statement
in another document having a later date — for example, a document incorporated by reference into the accompanying prospectus
— the statement in the document having the later date modifies or supersedes the earlier statement.
We have not authorized
anyone to provide you with information different from that which is contained in or incorporated by reference in this prospectus
supplement, the accompanying prospectus and in any free writing prospectus that we have authorized for use in connection with this
offering. No one is making offers to sell or seeking offers to buy these securities in any jurisdiction where the offer or sale
is not permitted. You should assume that the information contained in this prospectus supplement is accurate as of the date on
the front cover of this prospectus supplement only and that any information we have incorporated by reference or included in the
accompanying prospectus is accurate only as of the date given in the document incorporated by reference or as of the date of the
prospectus, as applicable, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus, any related
free writing prospectus, or any sale of our securities. Our business, financial condition, results of operations and prospects
may have changed since that date.
We further note
that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that
is incorporated by reference into this prospectus supplement or the accompanying prospectus were made solely for the benefit of
the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements,
and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants
were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on
as accurately representing the current state of our affairs.
This prospectus
supplement, the accompanying prospectus and the information incorporated herein and therein by reference include trademarks, servicemarks
and tradenames owned by us or other companies. All trademarks, servicemarks and tradenames included or incorporated by reference
in this prospectus supplement or the accompanying prospectus are the property of their respective owners.
SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
supplement and the accompanying prospectus, including the documents that we incorporate by reference herein and therein, contain
statements that are not strictly historical in nature and are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, or the Securities Act, and within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are subject to the “safe harbor”
created by Section 27A of the Securities Act and Section 21E of the Exchange Act and may include, but are not limited
to, statements about:
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our inability to obtain adequate financing;
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the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity;
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our inability to expand our business;
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significant government regulation of pharmaceuticals and the healthcare industry;
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lack of product diversification;
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availability of our raw materials;
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existing or increased competition;
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stock volatility and illiquidity; and
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our failure to implement our business plans or strategies.
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In some cases,
you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “goal,” “intends,” “may,” “plans,”
“potential,” “predicts,” “projects,” “should,” “will,” “would,”
the negative of these words and words or similar expressions intended to identify forward-looking statements. These statements
reflect our views as of the date on which they were made with respect to future events and are based on assumptions and subject
to risks and uncertainties. The underlying information and expectations are likely to change over time. Given these uncertainties,
you should not place undue reliance on these forward-looking statements as actual events or results may differ materially from
those projected in the forward-looking statements due to various factors, including, but not limited to, those set forth under
the heading “Risk Factors” in this prospectus supplement, in the accompanying prospectus, and in our filings with the
Securities and Exchange Commission, or SEC. These forward-looking statements represent our estimates and assumptions only as of
the date of the document containing the applicable statement.
You should understand
that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements
in the foregoing documents by these cautionary statements. Unless required by law, we undertake no obligation to update or revise
any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that our
silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before deciding
to purchase our securities in this offering, you should carefully consider the risk factors discussed or incorporated by reference
herein, in addition to the other information set forth in this prospectus supplement, the accompanying prospectus and in the documents
incorporated by reference.
PROSPECTUS SUPPLEMENT
SUMMARY
This summary
does not contain all the information that you should consider before investing in the securities offered by this prospectus supplement.
You should carefully read the entire prospectus supplement and the accompanying prospectus, including the “Risk Factors”
sections, as well as the financial statements and the other information incorporated by reference herein and the information in
any free writing prospectus that we may authorize for use in connection with this offering before making an investment decision.
Overview
We are a biopharmaceutical company with
product candidates in pre-clinical and clinical development. Neurotrope BioScience began operations in October 2012. We are principally
focused on developing a product platform based upon a drug candidate called bryostatin for the treatment of Alzheimer’s disease
(“AD”), which is in the clinical testing stage. We are also evaluating potential therapeutic applications of bryostatin
for other neurodegenerative or cognitive diseases and dysfunctions, such as Fragile X syndrome, Multiple Sclerosis, and Niemann-Pick
Type C disease, which have undergone pre-clinical testing. In addition, we are also in the early stages of testing bryostatin activity
which may lead to applications in Leukemia and Lymphoma. Neurotrope has been a party to a technology license and services agreement
with the original Blanchette Rockefeller Neurosciences Institute (“BRNI”) (which has been known as Cognitive Research
Enterprises, Inc. (“CRE”) since October 2016), and its affiliate NRV II, LLC, which we collectively refer to herein
as “CRE,” pursuant to which we now have an exclusive non-transferable license to certain patents and technologies required
to develop our proposed products. Neurotrope BioScience was formed for the primary purpose of commercializing the technologies
initially developed by BRNI for therapeutic applications for AD or other cognitive dysfunctions. These technologies have been under
development by BRNI since 1999 and, until March 2013, had been financed through funding from a variety of non-investor sources
(which include not-for-profit foundations, the National Institutes of Health, which is part of the U.S. Department of Health and
Human Services, and individual philanthropists). From March 2013 forward, development of the licensed technology has been funded
principally through the Company in collaboration with CRE. Licensing agreements have been culminated with Stanford University for
the exclusive use of synthetic bryostatin and for the potential use of bryostatin-like compounds, called Bryologs, for certain
therapeutic indications.
Results of Phase 2 Clinical Trial
On May 1, 2017, we reported certain relevant
top-line results from our Phase 2 exploratory clinical trial based on a preliminary analysis of a limited portion of the complete
data set generated. A comprehensive analysis of these data from the Phase 2 exploratory trial evaluating Bryostatin-1 as
a treatment of cognitive deficits in moderate to severe Alzheimer’s disease were recently published in the Journal
of Alzheimer's Disease, vol. 67, no. 2, pp. 555-570, 2019. A total of 147 patients were enrolled into the study; 135
patients in the mITT population (as defined below) and 113 in the Completer population (as defined below). This study was the first
repeat dose study of bryostatin-1 in patients with late stage AD (defined as a Mini Mental State Exam 2 (“MMSE-2”)
of 4-15), in which two dose levels of bryostatin-1 were compared with placebo to assess safety and preliminary efficacy (p <
0.1, one-tailed) after 12 weeks of treatment. The pre-specified primary endpoint, the Severe Impairment Battery (the “SIB”)
(used to evaluate cognition in severe dementia), compared each dose of bryostatin-1 with placebo at Week 13 in two sets of patients:
(1) the modified intent-to-treat (the “mITT”) population, consisting of all patients who received study drug and had
at least one efficacy/safety evaluation, and (2) the Completer population, consisting of those patients within the mITT population
who completed the 13-week dosing protocol and cognitive assessments.
These announced top-line results indicated
that the 20 µg dose, administered after two weekly 20 µg doses during the first two weeks and every other week thereafter,
met the pre-specified primary endpoint in the Completer population, but not in the mITT population. Among the patients who completed
the protocol (n = 113), the patients on the 20 µg dose at 13 weeks showed a mean increase on the SIB of 1.5 vs. a decrease
in the placebo group of -1.1 (net improvement of 2.6, p < 0.07), whereas, in the mITT population, the 20 µg group had
a mean increase on the SIB of 1.2 vs. a decrease in the placebo group of -0.8 (net improvement of 2.0, p < 0.134). At the pre-specified
5 week secondary endpoint, the Completer patients in the 20 µg group showed a net improvement of 4.0 SIB (p < .016), and
the mITT population showed a net improvement of 3.0 (p < .056). Unlike the 20 µg dose, there was no therapeutic signal
observed with the 40 µg dose.
The Alzheimer Disease Cooperative Study
Activities of Daily Living Inventory Severe Impairment version (the “ADCS-ADL-SIV”) was another pre-specified secondary
endpoint. The p values for the comparisons between 20 µg and placebo for the ADCS-ADL endpoint at 13 weeks were 0.082 for
the Completers and 0.104 for the mITT population.
Together, these initial results after preliminary
analysis of this exploratory trial, provided signals that bryostatin-1, at the 20 µg dose, caused sustained improvement in
important functions that are impaired in patients with moderate to severe Alzheimer’s disease, i.e., cognition and the ability
to care for oneself. Since many of the patients in this study were already taking donepezil and/or memantine, the efficacy of bryostatin-1
was evaluated in the Top Line results over and above the standard of care therapeutics.
The safety profile of bryostatin-1 20 µg
was minimally different from the placebo group except for a higher incidence of diarrhea and infusion reactions (11% versus 2%
for diarrhea and 17% versus 6% for infusion reactions). Fewer adverse events were reported in patients in the 20 µg group,
compared to the 40 µg group. Patients dosed with 20 µg had a dropout rate less than or identical to placebo, while
patients dosed at 40 µg experienced poorer safety and tolerability, and had a higher dropout rate. Treatment emergent adverse
events (“TEAEs”) were mostly mild or moderate in severity. TEAEs, including serious adverse events, were more common
in the 40 µg group, as compared to the 20 µg and placebo groups. The mean age of patients in the study was 72 years
and similar across all three treatment groups.
Following presentation of the top line
results in July 2017 at the Alzheimer’s Association International Conference in London, a much more extensive analysis
of a complete set of the Phase 2 trial data was conducted.
On January 5, 2018, we announced that a
pre-specified exploratory analysis of the comprehensive data set from our recent Phase 2 trial in patients with advanced AD found
evidence of sustained improvement in cognition in patients receiving the 20 μg bryostatin regimen. As specified in the Statistical
Analysis Plan (“SAP”), analysis of patients who did not receive memantine, an approved AD treatment, as baseline therapy
showed greater SIB improvement. These findings suggested that this investigational drug could potentially treat Alzheimer’s
disease itself and help reduce and/or reverse the progression of AD, in addition to alleviating its symptoms.
Comprehensive follow-on analyses found
that patients in the 20 μg treatment arm showed a sustained improvement in cognition over baseline compared to the placebo
group at an exploratory endpoint week 15 (30 days after last dose at week 11). These data were observed in the study population
as a whole as well as in the Completers study group.
This follow-on analysis of the data evaluated
SIB scores of patients at 15 weeks, 30 days after all dosing had been completed – a pre-specified exploratory endpoint. For
the 20 μg group, patients in the mITT population (n=34) showed an overall improvement compared to controls (n=33) of 3.59
(p=0.0503) and in the Completers population (n=34) showed an overall improvement compared to controls (n=33) of 4.09 (p=0.0293).
In summary, patients on the 20 μg dose showed a persistent SIB improvement 30 days after all dosing had been completed. These
p-values and those below are one-tailed.
Additional analyses compared 20 µg
dose patients who were on baseline therapy of Aricept vs. patients off Aricept. No significant differences were observed. Another
analysis compared the 20 µg dose patients who were on or off baseline therapy of memantine. The secondary analysis comparing
SIB scores in non-memantine versus memantine patients found the following:
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At week 15, non-memantine patients in the mITT Group treated with 20 μg (n=14) showed an SIB
improvement of 5.88, while the placebo patients (n=11) showed a decline in their SIB scores of -0.05 for an overall treatment Δ
of 5.93 from baseline (p=0.0576).
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At week 15, non-memantine patients in the Completers Group treated with 20 μg (n=14) showed
an SIB improvement of 6.24, while the placebo patients (n=11) showed a decline in their SIB scores of -0.12 for an overall treatment
Δ of 6.36 from baseline (p=0.0488).
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Patients taking memantine as background therapy in the 20 μg (n=20) and control (n=22) groups
showed no improvement in SIB scores.
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Memantine, an NMDA receptor antagonist,
is marketed under the brand names Namenda®, Namenda® XR, and Namzaric® (a combination of memantine and donepezil) for
the treatment of dementia in patients with moderate-to-severe AD. It has been shown to delay cognitive decline and help reduce
disease symptoms.
Further follow-on analyses used trend analyses
(testing the dependence of treatment effect on repeated doses).
In the trend analyses, we found that the
SIB values did not increase over time for the placebo patients resulting in slopes that were non-significantly different from zero
(e.g. ‘zero-slopes’). In contrast, the SIB slopes for the 20 μg bryostatin patients who did not receive baseline
memantine were found to be statistically significant (p<.001), giving a slope (95% CI) = 0.38 (0.18, 0.57) SIB points per week
in the random intercept model, and a slope (95% CI) = 0.38 (0.18, 0.59) points per week in the random intercept and slope model.
These results provided evidence that SIB improvement (drug benefit) increased as the number of successive bryostatin doses increased
for the 20 μg patient cohort.
Confirmatory Phase 2 Clinical Trial
On May 4, 2018, we announced a confirmatory,
100 patient, double-blinded clinical trial for the safe, effective 20 μg dose protocol for advanced AD patients not taking
memantine as background therapy to evaluate improvements in SIB scores with an increased number of patients. We engaged Worldwide
Clinical Trials, Inc. (“WCT”), in conjunction with consultants and investigators at leading academic institutions,
to collaborate on the design and conduct of the trial, which began in April 2018. During July 2018, the first patient was enrolled
in this study. Pursuant to a new Services Agreement (the “New Services Agreement”) with WCT dated as of May 4, 2018,
WCT provided services relating to the trial. The total estimated budget for the services, including pass-through costs, drug supply
and other statistical analyses, was approximately $7.8 million. Of the total estimated study costs, as of September 30, 2019, we
have incurred approximately $7.2 million in expenses of which WCT has represented a total of approximately $6.8 million and approximately
$400,000 of expenses have been incurred to other trial-related vendors and consultants. In addition, we paid $1.2 million to WCT
as prepaid deposits of which we have utilized the entire amount.
On September 9, 2019, the Company issued
a press release announcing that the confirmatory Phase 2 study of bryostatin-1 in moderate to severe AD did not achieve statistical
significance on the primary endpoint, which was changed from baseline to Week 13 in the SIB total score.
An average increase in SIB total score
of 1.3 points and 2.1 points was observed for the bryostatin-1 and placebo groups, respectively, at Week 13. There were multiple
secondary outcome measures in this trial, including the changes from baseline at Weeks 5, 9 and 15 in the SIB total score. No statistically
significant difference was observed in the change from baseline in SIB total score between the bryostatin -1 and placebo treatment
groups.
The confirmatory Phase 2 multicenter trial
was designed to assess the safety and efficacy of bryostatin-1 as a treatment for cognitive deficits in patients with moderate
to severe AD — defined as a Mini Mental State Exam 2 (“MMSE-2”) score of 4-15 – who are not currently taking
memantine. Patients were randomized 1:1 to be treated with either bryostatin -1 20μg or placebo, receiving 7 doses over 12
weeks. Patients on memantine, an NMDA receptor antagonist, were excluded unless they had been discontinued from memantine treatment
for a 30-day washout period prior to study enrollment. The primary efficacy endpoint was the change in the SIB score between the
baseline and week 13. Secondary endpoints included repeated SIB changes from baseline SIB at weeks 5, 9, 13 and 15.
On January 22, 2020, we announced
the completion of an additional analysis in connection with the confirmatory Phase 2 study, which examined moderately severe
to severe AD patients treated with byrostatin-1 in the absence of memantine. To adjust for the baseline imbalance observed in
the study, a post-hoc analysis was conducted using paired data for individual patients, with each patient as his/her own
control. For the pre-specified moderate stratum (i.e., MMSE-2 baseline scores 10-15),
the baseline value and the week 13 value were used, resulting in pairs of observations for each patient. The changes from
baseline for each patient were calculated and a paired t-test was used to compare the mean change from baseline to week
13 for each patient. A total of 65 patients had both baseline and week 13 values, from which there were 32 patients
in the bryostatin-1 treatment group and 33 patients in the placebo group. There was a statistically significant
improvement over baseline (4.8 points) in the mean SIB at week 13 for subjects in the bryostatin-1 treatment group (32
subjects), paired t-test p < 0.0076, 2-tailed. In the placebo group (33 subjects), there was also a
statistically significant increase from baseline in the mean SIB at week 13, for paired t-test p < 0.0144, consistent with
the placebo effect seen in the overall 203 study. For the pre-specified severe stratum (i.e., MMSE-2 baseline scores 4-9),
there was no statistically significant change from baseline for either the treatment or placebo group.
In connection with the additional analysis,
we also announced the receipt of a $2.7 million award from the National Institutes of Health to support an additional Phase 2 clinical
study focused on the moderate stratum for which we saw improvement in the 203 study. We are planning to meet with the Food and
Drug Administration (“FDA”) to present the totality of the clinical data for bryostatin-1. We are continuing to determine
how to proceed with respect to our current development programs for bryostatin-1.
Other Development Projects
To the extent resources permit, we may
pursue development of selected technology platforms with indications related to the treatment of various disorders, including neurodegenerative
disorders such as AD, based on our currently licensed technology and/or technologies available from third party licensors or collaborators.
For example, we have entered into a Cooperative
Research and Development Agreement (“CRADA”) with the National Cancer Institute (NCI) for the research and clinical
development of Bryostatin-1. Under the CRADA, Neurotrope will collaborate with the NCI’s Center for Cancer Research, Pediatric
Oncology Branch (POB) to develop a Phase I clinical trial testing the safety and toxicity of Bryostatin-1 in children and young
adults with CD22 + leukemia and B-cell lymphoma. In the growing era of highly effective immunotherapies targeting cell-surface
antigens (e.g., CAR-T cell therapy), and the recognition that antigen modulation plays a critical role in evasion of response to
immunotherapy, the ability for Bryostatin-1 to upregulate CD22 may serve a synergistic role in enhancing the response to a host
of CD22 targeted therapies. Under the CRADA, Bryostatin-1 is expected to be tested in the clinic to evaluate its ability to modulate
CD22 in patients with relapsed/refractory CD22+ disease, while evaluating safety, toxicity and overall response.
Nemours Agreement
On September 5, 2018, we announced a collaboration
with The Nemours / Alfred I. duPont Hospital for Children (“Nemours”),
a premier U.S. children’s hospital, to initiate a clinical trial in children with Fragile X syndrome (“Fragile X”).
In addition to the primary objective of safety and tolerability, measurements will be made of working memory, language and other
functional aspects such as anxiety, repetitive behavior, executive functioning, and social behavior. The total estimated cost of
this proposed trial to us is approximately $100,000.
Recent Developments
Review of Strategic Alternatives
On October 8, 2019, we announced our plans
to explore strategic alternatives to maximize shareholder value. These alternatives could include, but are not limited to, merger
or acquisition transactions, issuing or transferring shares of our common stock, or the license, purchase, spin-off or sale of
specific assets, in addition to other potential actions aimed at increasing stockholder value. There can be no assurance that the
review of strategic alternatives will result in the identification or consummation of any transaction. We
are continuing to determine how to proceed with respect to our current development programs for bryostatin-1 in our effort to maximize
shareholder value.
Corporate Information
Neurotrope, Inc. is a Nevada corporation
with its principal business office at 1185 Avenue of the Americas, 3rd Floor, New York, New York 10036. Our website can be found
at www.neurotrope.com. Through our website, we make available, free of charge, our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable
after such material is electronically filed with, or furnished to, the Securities and Exchange Commission, or SEC. Information
contained on, or that can be accessed through, our website is not and shall not be deemed to be a part of this annual report on
Form 10-K.
The Offering
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Series D Convertible Preferred Stock offered by us in this offering
Series H Warrants offered by us in this offering
Common stock outstanding immediately before this offering
Common stock outstanding immediately after this offering
Use of proceeds
Risk factors
Nasdaq Capital Market symbol
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18,000 shares of Series D Convertible Preferred
Stock.
This prospectus supplement also relates
to the offering of the shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock.
Series H Warrants to purchase up to 10,909,100
shares of common stock. Each warrant will have an exercise price of $1.65 per share, will become exercisable immediately upon issuance
and will have a term of five years.
This prospectus supplement also relates
to the offering of the shares of common stock issuable upon exercise of the Series H Warrants.
13,068,023 shares
35,086,223 shares (assuming the sale of
all shares covered by this prospectus supplement and assuming the conversion of all Series D Convertible Preferred Stock and exercise
of all Series H Warrants offered hereby, including the the 200,000 shares underlying warrants issued to the advisory consultant).
We estimate that our net proceeds from
this offering will be approximately $16.4 million after deducting advisory financial consulting fees and other estimated offering
expenses payable by us (assuming the sale of all shares covered by this prospectus supplement and assuming no exercise of any of
the warrants offered hereby). We intend to use the net proceeds of this offering for general corporate purposes. See “Use
of Proceeds.”
Investing in our securities involves a
high degree of risk. See “Risk Factors.”
“NTRP.” We do not intend to
list the Series D Convertible Preferred Stock or warrants on any securities exchange or nationally recognized trading system
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The number of shares of common
stock to be outstanding immediately after this offering is based on 13,068,023 shares of our common stock outstanding as of January
21, 2020. Unless otherwise indicated, the number of shares of common stock presented in this prospectus supplement excludes the
shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock or exercise of the Series H Warrants
being offered by us in this offering and also excludes:
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2,366,519 shares of common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price of $12.86 per share as of January 21, 2020;
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615,679 shares of common stock reserved for issuance under the Neurotrope, Inc. 2017 Equity Incentive Plan, as amended, as of January 21, 2020; and
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10,482,158 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $9.60 per share as of January 21, 2020.
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RISK FACTORS
Investing in
our securities involves a high degree of risk. You should carefully consider the risks described below and discussed under the
section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31,
2018, which is incorporated by reference in this prospectus supplement, and all other information contained in this prospectus
supplement and the accompanying prospectus and incorporated by reference in this prospectus supplement and the accompanying prospectus,
and in any free writing prospectus that we have authorized for use in connection with this offering, before purchasing shares of
our common stock. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties that we are
unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of such risks or the
risks described below or in our SEC filings occur, our business, financial condition or results of operations could be materially
and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your
investment.
Risks Related
to This Offering
Management
will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.
Because we have
not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad
discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated
at the time of the offering. Our management may use the net proceeds for corporate purposes that may not improve our financial
condition or market value.
You may
experience future dilution as a result of future equity offerings.
In order to raise
additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable
for our common stock at prices, including offers with respect to our outstanding warrants, that may not be the same as the price
per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than
the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could
have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities
convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors
in this offering.
In addition, the
sale of shares in this offering and any future sales of a substantial number of shares of our common stock in the public market,
or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect,
if any, that market sales of those shares of common stock, or the perception that those shares may be sold, will have on the market
price of our common stock.
There is no public market for the
Series D Convertible Preferred Stock or the Series H Warrants being offered in this offering.
There is no established public trading
market for the Series D Convertible Preferred Stock or the Series H Warrants being offered in this offering and we do not expect
a market to develop. In addition, we do not intend to apply to list the Series D Convertible Preferred Stock or the Series H Warrants
on any national securities exchange or other nationally recognized trading system. Without an active market, the liquidity of the
Series D Convertible Preferred Stock and the Series H Warrants will be limited.
USE OF PROCEEDS
We estimate that
the net proceeds from the sale of the securities offered under this prospectus supplement, after deducting advisory financial consulting
fees and other estimated offering expenses payable by us, will be approximately $16.4 million if we sell the maximum amount
of Series D Convertible Preferred Stock and Series H Warrants offered hereby. However, we may not sell all or any of the securities;
as a result, we may receive significantly less in net proceeds, and the net proceeds received may not be sufficient to continue
to operate our business. If a warrant holder elects to exercise the warrants issued in this offering, we may also receive proceeds
from the exercise of the warrants. We cannot predict when or if the warrants will be exercised. It is possible that the warrants
may expire and may never be exercised.
We intend to use
the net proceeds from this offering for general corporate purposes. As of the date of this prospectus supplement, we cannot specify
with certainty all of the particular uses of the proceeds, if any, from this offering. Accordingly, we will retain broad discretion
over the use of any such proceeds. Pending the use of the net proceeds, from this offering as described above, we intend to invest
the net proceeds in investment-grade, interest-bearing instruments.
Investors are
cautioned that the proceeds from this offering are expected to be sufficient to enable us to continue operations for only a short
period of time. We expect that we will have to raise additional capital through the sale of additional equity or debt securities,
including debt securities that may be convertible into equity securities. It may be difficult for us to raise additional funds
when needed and on favorable terms, or at all.
DILUTION
If you invest
in our Series D Convertible Preferred Stock and Series H Warrants to purchase common stock, your interest in the common stock underlying
the Series D Convertible Preferred Stock and Series H Warrants may be diluted to the extent of the difference between the price
you pay for each underlying share of common stock and the net tangible book value per share of our common stock immediately after
this offering. Our net tangible book value as of September 30, 2019 was approximately $19.1 million, or $1.46 per share of our
common stock. Net tangible book value per share as of September 30, 2019 is equal to our total tangible assets minus total liabilities,
all divided by the number of shares of common stock outstanding as of September 30, 2019.
Dilution in the
net tangible book value per share represents the difference between the amount per share paid by purchasers in this offering and
the net tangible book value per share of common stock immediately after the completion of this offering. The following table illustrates
the dilution applicable to investors in this offering upon exercise of all of the Series H Warrants. For purposes of this calculation,
we assume that all of the Series H Warrants included in the units are exercised in cash immediately following the offering at the
exercise price of $1.65 per share of common stock and our shares of common stock outstanding immediately following the offering
include 10,909,100 shares of common stock underlying the Series D Convertible Preferred Stock and 10,909,100 shares underlying
the Series H Warrants. The investors exercising all of the Series H Warrants at the exercise price of $1.65 per share (not including
exercise of the advisory consultant’s warrants), will have paid a weighted average price of $1.65 per share for the 21,818,200
shares of common stock issued or issuable upon conversion of the Series D Convertible Preferred Stock and exercise of the Series
H Warrants.
After giving effect
to this offering and the exercise of the Series H Warrants, and after deducting the advisory consulting fees and the estimated
offering expenses payable by us, our as adjusted net tangible book value would have been approximately $53.9 million, or approximately
$1.53 per share of common stock, as of September 30, 2019. This represents an immediate increase in the net tangible book value
of approximately $0.07 per share to our existing stockholders, and an immediate dilution of approximately $0.12 per share to investors
in this offering exercising all of the Series H Warrants. The following table illustrates this calculation on a per share basis.
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Weighted average offering price per share after giving effect to the exercise of the Series H Warrants
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|
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$
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1.65
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Net tangible book value per share as of September 30, 2019
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$
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1.46
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|
|
|
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Increase in net tangible book value per share attributable to this offering and the exercise of the warrants
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$
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0.07
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|
|
|
|
|
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As adjusted net tangible book value per share as of September 30, 2019, after giving effect to this offering and the exercise of the warrants
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|
|
|
|
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$
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1.53
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|
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Dilution per share to investors purchasing securities in this offering and exercising the warrants
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|
|
|
|
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$
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0.12
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The number of shares of our common stock shown above to be outstanding
immediately after this offering is based on 13,068,023 shares outstanding as of January 21, 2020, and excludes, as of such date:
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·
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2,366,519 shares of common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price
of $12.86 per share as of January 21, 2020;
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|
|
·
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615,679 shares of common stock reserved for issuance under the Neurotrope, Inc. 2017 Equity Incentive Plan, as amended, as
of January 21, 2020; and
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|
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·
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10,482,158 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of
$9.60 per share as of January 21, 2020.
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To the extent that any of our outstanding options or warrants
are exercised, new options are issued under our equity incentive plan or we otherwise issue additional shares of common stock in
the future, there may be further dilution to the investor participating in this offering.
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
Common Stock
See “Description
of Capital Stock—Common Stock” on page 6 of the accompanying prospectus for a description of the material terms of
our common stock.
Preferred Stock
See “Description
of Capital Stock—Preferred Stock” on page 6 of the accompanying prospectus for a description of the material terms
of our common stock.
Series D Convertible
Preferred Stock
The following
is a brief summary of certain terms and conditions of the Series D Convertible Preferred Stock and is subject in all respects to
the provisions contained in the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred
Stock (the “Certificate of Designation”).
Rank. Except
with respect to any current series of preferred stock of senior rank to the Series D Convertible Preferred Stock in respect of
the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company and
any current or future series of preferred stock of pari passu rank to the Series D Convertible Preferred Stock in respect of the
preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, all shares
of capital stock shall be junior in rank to all Series D Convertible Preferred Stock with respect to the preferences as to dividends,
distributions and payments upon the liquidation, dissolution and winding up of the Company (the “Junior Stock”).
Dividends. Holders
of Series D Convertible Preferred Stock are entitled to receive dividends on shares of Series D Convertible Preferred Stock, on
an as if converted to common stock basis, to and in the same form as dividends actually paid on shares of common stock when, as
and if such dividends are paid on shares of common stock.
Liquidation. In
the event of a liquidation event, the holders of Series D Convertible Preferred Stock shall be entitled to receive in cash out
of our assets, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be
paid to the holders of any of shares of Junior Stock, an amount per share of Series D Convertible Preferred Stock equal to the
amount per share such holder would receive if such holder converted such Series D Convertible Preferred Stock into common stock
immediately prior to the date of such payment.
Conversion. Each
share of Series D Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder
thereof, into that number of shares of common stock determined by dividing the stated value of such share by the conversion price.
Each share of Series D Convertible Preferred Stock has a stated value of $1,000. The conversion price is $1.65 per share of common
stock and is subject to adjustment described below. This right to convert is limited by the beneficial ownership limitation described
below.
Beneficial
Ownership Limitation. We shall not effect any conversion of Series D Convertible Preferred Stock, and a holder shall have
no right to convert any portion of Series D Convertible Preferred Stock, to the extent that, after giving effect to such conversion,
such holder, together with such holder’s affiliates, and any persons acting as a group together with such holder or any such
affiliate, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after effect
to the issuance of shares of common stock upon such conversion. By written notice to us, a holder may increase or decrease such
percentage to any other percentage not in excess of 9.99%. Beneficial ownership of the holder and its affiliates will be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
Stock
dividends and stock splits. If we pay a stock dividend or otherwise make a distribution payable in shares of common stock
on shares of common stock, subdivide or combine outstanding common stock, or reclassify common stock, the conversion price will
be proportionately adjusted.
Voting
Rights. Except as otherwise provided in the Certificate of Designation or required by law, Series D Convertible Preferred
Stock shall have no voting rights.
Fractional
Shares. No fractional shares of common stock will be issued upon conversion of Series D Convertible Preferred Stock. Rather,
we shall round up to the next whole share.
Series H Warrants
The following
is a brief summary of certain terms and conditions of the Series H Warrants and is subject in all respects to the provisions contained
in the warrants.
Form.
The warrants will be issued as individual warrants to each of the investors in this offering. You should review a copy of the form
of each warrant, which will be included as an exhibit to the securities purchase agreement we execute with the purchasers in this
offering and filed with the SEC by us as an exhibit to a Current Report on Form 8-K in connection with this offering,
for a complete description of the terms and conditions of the warrants.
Exercisability. The
warrants will be exercisable immediately upon issuance and feature a five-year term.
The
warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice
and by payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. If
a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act
is not then effective or available, and if a resale registration statement registering the resale of the shares of common stock
underlying the warrants under the Securities Act is also not then effective or available, the holder may exercise the warrant through
a cashless exercise, in whole or in part, in which case the holder would receive upon such exercise the net number of shares of
common stock determined according to the formula set forth in the warrant. No fractional shares of common stock will be issued
in connection with the exercise of a warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal
to the fractional amount multiplied by the exercise price or round up to the next whole share.
Exercise
Limitation. A holder will not have the right to exercise any portion of a warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% (or on election of the holder, 9.99%) of the number of shares of our stock outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the
warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided
that any increase in such percentage shall not be effective until 61 days after such notice to us.
Exercise
Price. The initial exercise price per share of common stock purchasable upon exercise of the warrants is $1.65. The exercise
price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations,
reclassifications or similar events affecting our common stock.
Call
Feature. Subject to the exercise limitations described above, if, after the thirtieth (30th) calendar day following
the issuance date of the warrants (the “Effective Date”), (i) the value weighted average price (the “VWAP”)
for each of 10 consecutive trading days (the “Measurement Period,” which 10 consecutive trading day period shall not
have commenced until after the Effective Date) in a 30-day calendar period exceeds $5.00 (subject to adjustment for forward and
reverse stock splits, recapitalizations, stock dividends and the like), (ii) the average daily dollar trading volume for such Measurement
Period exceeds $100,000 per trading day and (iii) the holder is not in possession of material non-public information, then we may,
within 1 trading day of the end of such Measurement Period, call for cancellation of up to 50% of the shares of common stock underlying
such warrant for which a notice of exercise has not yet been delivered (such right, a “Call”) for consideration equal
to $0.0001 per share of underlying common stock.
Transferability.
Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent. There is currently
no trading market for the warrants and a trading market is not expected to develop.
Exchange
Listing. We do not intend to list the warrants on any securities exchange or nationally recognized trading system.
Fundamental
Transactions. In the event of a fundamental transaction, as described in the warrants and generally including any reorganization,
recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of
our properties or assets, our consolidation or merger with or into another person, the holders of the warrants will be entitled
to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have
received had they exercised the warrants immediately prior to such fundamental transaction.
Rights
as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our
common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including any voting
rights, until the holder exercises the warrant.
PLAN OF DISTRIBUTION
We have engaged
Katalyst Securities LLC (“Katalyst”) as a financing advisory consultant in connection with the registered direct offering.
Katalyst has no commitment to buy any of the securities. There is no requirement that any minimum number of shares of Series D
Convertible Preferred Stock or Series H Warrants or dollar amount of Series D Convertible Preferred Stock or Series H Warrants
be sold in this offering and there can be no assurance that we will sell all or any of the Series D Convertible Preferred Stock
and Series H Warrants being offered. We will enter into securities purchase agreements directly with accredited investors who purchase
securities in this offering.
We currently anticipate
that the closing of this offering will occur on or about January 23, 2020, subject to customary closing conditions. On the closing
date, the following will occur:
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|
·
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we will receive funds in the amount of the aggregate purchase price;
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|
|
·
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the financial advisory consultant will receive advisory fees in accordance with the terms of an advisory consulting agreement; and
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|
|
·
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we will deliver the shares of Series D Convertible Preferred Stock and Series H Warrants to the investors.
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We engaged Katalyst as an advisory financial
consultant in connection with the registered direct offering. We agreed to pay to Katalyst an advisory consulting fee of $1,350,000
plus reimbursement of up to $50,000 of Katalyst’s legal expenses. In addition, Katalyst shall receive warrants to purchase
200,000 shares of common stock. The advisory consultant warrants will have the same terms as the warrants issued to the investors
in this offering,
The following
table shows the advisory consulting fees per share and accompanying warrants and total fees we will pay in connection with the
sale of the Series D Convertible Preferred Stock and Series H Warrants.
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Advisory consulting fees
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Per share and accompanying warrants
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$
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75.00
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Total
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$
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1,350,000
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We estimate the
total expenses of this offering which will be payable by us, excluding the advisory consulting fees and expense reimbursements
to the consultant, will be approximately $0.25 million. After deducting the fees due to the advisory consultant and our estimated
offering expenses, we expect the net proceeds from this offering to be approximately $16.4 million.
We have agreed
to indemnify the consultant and certain other persons against certain liabilities relating to or arising out of the consultant’s
activities under the advisory consultant agreement.
LEGAL MATTERS
The validity of
the securities being offered by this prospectus supplement will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., New York, New York.
EXPERTS
The consolidated
financial statements incorporated in this prospectus supplement by reference from our Annual Report on Form 10-K for the year
ended December 31, 2018, and the effectiveness of our internal control over financial reporting have been audited by Friedman
LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which
reports express an unqualified opinion on the consolidated financial statements). Such consolidated financial statements have
been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN
FIND MORE INFORMATION
This prospectus
supplement and the accompanying prospectus are part of the registration statement on Form S-3 we filed with the
SEC under the Securities Act and do not contain all the information set forth in the registration statement. Whenever a reference
is made in this prospectus supplement or the accompanying prospectus to any of our contracts, agreements or other documents, the
reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits
to the reports or other documents incorporated by reference in this prospectus supplement and the accompanying prospectus for a
copy of such contract, agreement or other document. Because we are subject to the information and reporting requirements of the
Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings
are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any
document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the Public Reference Room.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows
us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be
part of this prospectus supplement and the accompanying prospectus. Information contained in this prospectus supplement and the
accompanying prospectus and information that we file with the SEC in the future and incorporate by reference in this prospectus
supplement and the accompanying prospectus will automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings (other than information in current reports furnished under Item 2.02 or Item
7.01 of Form 8-K and exhibits filed on such form that are related to such items) we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of the prospectus supplement and prior to the termination of the
offering of the securities covered by this prospectus supplement:
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·
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our Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2019, filed with the SEC on May 9, 2019, for the quarter ended June 30, 2019, filed with the SEC on August 8, 2019, and for the quarter ended September 30, 2019, filed with the SEC on November 12, 2019;
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·
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our Current Reports on Form 8-K filed with the SEC on April 1, 2019, July 24, 2019, September 9, 2019 (two reports), October 25, 2019 (two reports), January 21, 2020 and January 23, 2020;
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·
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the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on July 23, 2004, including all amendments and reports filed for the purpose of updating such description.
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We
will furnish without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference,
including exhibits to these documents. You should direct any requests for documents to:
Investor Relations
Neurotrope, Inc.
1185 Avenue of
the Americas, 3rd Floor
New York, New York
10036
(973) 242-0005
In accordance with Rule 412 of the
Securities Act, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to
the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
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PROSPECTUS
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Filed Pursuant to Rule 424(b)(2)
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Registration No. 333-217089
NEUROTROPE, INC.
$100,000,000
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
RIGHTS
PURCHASE CONTRACTS
UNITS
This prospectus will allow us to issue,
from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $100,000,000 of any combination
of the securities described in this prospectus, either individually or in units. We may also offer common stock or preferred stock
upon conversion of or exchange for the debt securities; common stock or preferred stock or debt securities upon the exercise of
warrants, rights or performance of purchase contracts; or any combination of these securities upon the performance of purchase
contracts.
This prospectus describes the general terms
of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms
of any offering in one or more supplements to this prospectus. The prospectus supplements will also describe the specific manner
in which these securities will be offered and may also supplement, update or amend information contained in this document. You
should read this prospectus and any prospectus supplement, as well as any documents incorporated by reference into this prospectus
or any prospectus supplement, carefully before you invest.
Our securities may be sold directly by
us to you, through agents designated from time to time or to or through underwriters or dealers. For additional information on
the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus and in the
applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to which
this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts
and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net
proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
Our common stock is listed on The NASDAQ
Capital Market, under the symbol “NTRP.” On March 29, 2017, the last reported sale price of our common stock on The
NASDAQ Capital Market was $18.50 per share.
Investing in our securities involves
a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks that we have
described on page 4 of this prospectus under the caption “Risk Factors.” We may include specific risk factors in supplements
to this prospectus under the caption “Risk Factors.” This prospectus may not be used to sell our securities unless
accompanied by a prospectus supplement.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 21,
2017.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process.
Under this shelf registration process, we may offer shares of our common stock, preferred stock, various series of debt securities
and/or warrants, rights or purchase contracts to purchase any of such securities, either individually or in units, in one or more
offerings, with a total value of up to $100,000,000. This prospectus provides you with a general description of the securities
we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement
that will contain specific information about the terms of that offering.
This prospectus does not contain all of
the information included in the registration statement. For a more complete understanding of the offering of the securities, you
should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information
contained or incorporated by reference in this prospectus. However, no prospectus supplement will offer a security that is not
registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus
supplements and the documents incorporated by reference into this prospectus, includes all material information relating to the
offering of securities under this prospectus. You should carefully read this prospectus, the applicable prospectus supplement,
the information and documents incorporated herein by reference and the additional information under the heading “Where You
Can Find More Information” before making an investment decision.
You should rely only on the information
we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to
provide you with information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson
or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this
prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information
in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information
we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless
of the time of delivery of this prospectus or any sale of a security.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference
in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for
the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty
or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
This prospectus may not be used to
consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies
between any prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent
date will control.
Unless the context indicates otherwise,
all references in this registration statement to “Neurotrope,” the “Company,” “we,” “us”
and “our” refer to Neurotrope, Inc. and its wholly-owned consolidated operating subsidiary, Neurotrope BioScience,
Inc. All references in this prospectus to “Neurotrope BioScience” refer solely to Neurotrope BioScience, Inc.
PROSPECTUS SUMMARY
The following is a summary of what we
believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you
to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial
statements and other information incorporated by reference from our other filings with the SEC or included in any applicable prospectus
supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in any prospectus
supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and
any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each
of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect
the value of an investment in our securities.
Overview
We are a biopharmaceutical company with
product candidates in pre-clinical and clinical development. Neurotrope BioScience began operations in October 2012. We are principally
focused on developing a product platform based upon a drug candidate called bryostatin for the treatment of Alzheimer’s disease
(“AD”), which is in the clinical testing stage. We are also developing bryostatin for other neurodegenerative or cognitive
diseases and dysfunctions, such as Fragile X and Niemann-Pick Type C, which are in pre-clinical testing. Neurotrope has been
a party to a technology license and services agreement with the original Blanchette Rockefeller Neurosciences Institute (“BRNI”)
(which has been known as Cognitive Research Enterprises, Inc. (“CRE”) since October 2016), and its affiliate NRV II,
LLC, which we collectively refer to herein as “CRE,” pursuant to which we now have an exclusive non-transferable license
to certain patents and technologies required to develop our proposed products. Neurotrope BioScience was formed for the primary
purpose of commercializing the technologies initially developed originally by BRNI for therapeutic applications for AD or other
cognitive dysfunctions. These technologies have been under development by BRNI since 1999 and, until March 2013, had been financed
through funding from a variety of non-investor sources (which include not-for-profit foundations, the National Institutes of Health,
which is part of the U.S. Department of Health and Human Services, and individual philanthropists). From March 2013 forward, development
of the licensed technology has been funded principally through Neurotrope BioScience in collaboration with CRE.
According to the Alzheimer’s Association,
an estimated 36 million people worldwide had AD in 2015. The prevalence of AD is independent of race, ethnicity, geography, life
style and, to a large extent, genetics. The most common cause of developing AD is old age. In developing countries, where the median
age of death is less than 65 years old, AD is rarely recognized or diagnosed. In the U.S., 5.3 million people were estimated to
have AD in 2015, and 96% of these people were older than 65 years of age.
Researchers have explored and continue
to explore a wide range of drug mechanisms in hopes of developing drugs to combat AD. We believe that our approach, which involves
the activation of an enzyme called protein kinase C epsilon (“PKCε”), represents a novel mechanism in potential
AD drug therapies. Bryostatin-1, our lead PKC epsilon activator, has in animal studies demonstrated potential for multi-modal efficacies:
prevention of neuronal death, generation of new synaptic networks, anti-amyloid oligomers and plaques, anti-tau and neurofibrillary
tangles, and cognitive enhancement.
CRE conducted an expanded access program,
formerly known as compassionate use, of bryostatin-1 in patients with advanced AD. Five patients were treated, four of which were
treated under an Investigational New Drug Application (“IND”), cleared by the U.S. Food and Drug Administration (the
“FDA”). The IND was initially held by CRE and was transferred to Neurotrope on February 4, 2015. One of these patients,
who had familial AD, has died, but the death was not drug-related. Treatment of another one of these patients concluded after almost
one year on the protocol. We have provided limited funding, study drug, and personnel support under the terms of our agreement
with CRE for this modest expansion of our clinical effort in AD during the 2016 timeframe.
In October 2015, we announced the initiation
of a Phase 2 clinical trial to evaluate bryostatin for the treatment of patients with moderately severe to severe AD. We have completed
enrollment, randomization and dosing of 148 patients in this double-blind, placebo-controlled study at 29 sites in the United States.
The primary objective of the clinical trial is to assess the safety along with preliminary evaluation of efficacy of two doses
of bryostatin in the patient population. We believe bryostatin may restore synaptic structures and functions damaged by AD, leading
to improvements in cognition and memory. Beyond AD, we believe that several other neurologic diseases, such as Fragile X Syndrome
and Niemann Pick Type C Disease (both of which we are pursuing), ischemic stroke, traumatic brain injury, depression and aging
in the brain, may be amenable to treatment with bryostatin. In August 2016, we announced that we submitted to the FDA an amended
protocol for our Phase 2 clinical trial of lead candidate bryostatin-1 for the treatment of advanced AD. As planned in the original
protocol, the primary efficacy outcome will occur at Week 13, and does not change with the amendment. The primary efficacy endpoint
is based on the Severe Impairment Battery scale, a well-validated assessment used extensively in severe AD drug trials. Secondary
efficacy endpoints include Activities of Daily Living, Neuropsychiatric Inventory and Mini-Mental State Exam. As a result of the
amendment, we expect to report top line data in the second quarter of 2017.
To the extent resources permit, we intend
to pursue development of selected technology platforms with applications related to the treatment of AD and other neurodegenerative
disorders based on our current licensed technology or technology available from third party licensors or collaborators.
Organizational History
We were incorporated as BlueFlash Communications,
Inc. in Florida on January 11, 2011. Prior to the Reverse Merger (as defined below) and Split-Off (as defined below), our business
was to provide software solutions to deliver geo-location targeted coupon advertising to mobile internet devices.
On August 9, 2013, we reincorporated in
the State of Nevada by merging into a newly-formed special-purpose subsidiary, Neurotrope, Inc., which was incorporated on June
13, 2013, and was the surviving corporation in such reincorporation merger, or the Reincorporation Merger. As a result of the Reincorporation
Merger, (i) we changed our name to Neurotrope, Inc. and (ii) we changed our jurisdiction of incorporation from Florida to Nevada.
On August 23, 2013, our wholly-owned subsidiary,
Neurotrope Acquisition, Inc., or Acquisition Sub, a corporation formed in the State of Nevada on August 15, 2013 merged with and
into Neurotrope BioScience, a corporation incorporated in the State of Delaware on October 31, 2012. Neurotrope BioScience was
the surviving corporation in the merger, or the Reverse Merger, and became our wholly-owned subsidiary. All of the outstanding
shares of Neurotrope BioScience common stock, (“Neurotrope BioScience Common Stock”), were converted into shares of
our common stock, par value $0.0001 per share, and all of the outstanding shares of Neurotrope BioScience Series A Stock were converted
into shares of our Series A Stock, in each case on a one-for-one basis.
In connection with the Reverse Merger and
pursuant to a split-off agreement (the “Split-Off”), we transferred our pre-Reverse Merger business to Marissa Watson,
our pre-Reverse Merger majority stockholder, in exchange for the surrender and cancellation of certain shares of our common stock
owned by her.
As a result of the Reverse Merger and Split-Off,
we discontinued our pre-Reverse Merger business and acquired the business of Neurotrope BioScience. Following the Reverse Merger
and Split-Off, we have undertaken the business operations of Neurotrope BioScience as a publicly-traded company under the name
Neurotrope, Inc., through Neurotrope BioScience, which is now our wholly-owned subsidiary.
In accordance with “reverse merger”
accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Reverse Merger
were replaced with the historical financial statements of Neurotrope BioScience prior to the Reverse Merger in all applicable filings
with the Securities and Exchange Commission (the “SEC”).
On January 11, 2017, we effected a 1-for-32
reverse stock split of our shares of common stock. As a result of the reverse stock split, every thirty-two (32) shares of our
pre-reverse split common stock was combined and reclassified into one share of common stock. All references to common shares have
been retroactively adjusted to reflect the reverse stock split. In addition, our pre-reverse split 400,000,000 authorized shares
of common stock was proportionately reduced to 12,500,000 authorized shares of common stock as a result of the reverse stock split.
On February 24, 2017, we increased our
authorized common stock to 150,000,000 shares.
Corporate Information
Our principal executive offices are located
at 205 East 42nd Street – 16th Floor, New York, NY 10017. Our telephone number
is (973) 242-0005. Our website address is http://www.neurotropebioscience.com. The information on, or that can be accessed
through, our website is not part of this prospectus.
Offerings Under This Prospectus
Under this prospectus, we may offer shares
of our common stock, preferred stock, various series of debt securities and/or warrants, rights or purchase contracts to purchase
any of such securities, either individually or in units, with a total value of up to $100,000,000, from time to time at prices
and on terms to be determined by market conditions at the time of the offering. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent
applicable:
The prospectus supplement also may add,
update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus.
However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security
that is not registered and described in this prospectus at the time of its effectiveness.
We may sell the securities directly to
investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or
reject all or part of any proposed purchase of securities. If we offer securities through agents or underwriters, we will include
in the applicable prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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This prospectus may not be used to consummate
a sale of any securities unless it is accompanied by a prospectus supplement.
RISK FACTORS
Please carefully consider the risk factors
described in our periodic reports filed with the SEC, which are incorporated by reference in this prospectus. Before making an
investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference
in this prospectus or include in any applicable prospectus supplement. Additional risks and uncertainties not presently known to
us or that we deem currently immaterial may also impair our business operations or adversely affect our results of operations or
financial condition.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains forward-looking
statements, including, without limitation, in the section captioned “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and elsewhere. Any and all statements contained in this prospectus that are not statements
of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,”
“should,” “could,” “project,” “estimate,” “pro-forma,” “predict,”
“potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,”
“help,” “believe,” “continue,” “intend,” “expect,” “future,”
and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements.
However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this
prospectus may include, without limitation, statements regarding (i) the plans and objectives of management for future operations,
including plans or objectives relating to the development of commercially viable pharmaceuticals, (ii) a projection of income (including
income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial
items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial
condition by management or in the results of operations included pursuant to the rules and regulations of the SEC, and (iv) the
assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.
The forward-looking statements are not
meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based
upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of
risks and uncertainties and other influences, many of which we have no control over. 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.
Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ
materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, the significant
length of time associated with drug development and related insufficient cash flows and resulting illiquidity, our inability to
expand our business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification,
volatility in the price of our raw materials, existing or increased competition, results of arbitration and litigation, stock volatility
and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties
that could cause our actual results to differ materially from those described by the forward-looking statements in this prospectus
appears in the section captioned “Risk Factors” and elsewhere in this prospectus. Readers should carefully review this
prospectus in its entirety, including, but not limited to, our financial statements and the notes thereto and the risks described
herein. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our annual
reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K.
Readers are cautioned not to place undue
reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim
any obligation to update the forward-looking statements contained in this prospectus to reflect any new information or future events
or circumstances or otherwise.
RATIO OF EARNINGS TO FIXED CHARGES
Any time debt securities are offered pursuant
to this prospectus, we will provide a table setting forth our ratio of earnings to fixed charges on a historical basis in the applicable
prospectus supplement, if required.
USE OF PROCEEDS
We cannot assure you that we will receive
any proceeds in connection with securities which may be offered pursuant to this prospectus. Unless otherwise indicated in the
applicable prospectus supplement, we intend to use any net proceeds from the sale of securities under this prospectus for our operations
and for other general corporate purposes, including, but not limited to, our research and development programs and the development
of new programs, general working capital and possible future acquisitions. We have not determined the amounts we plan to spend
on any of the areas listed above or the timing of these expenditures. As a result, our management will have broad discretion to
allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus for any purpose.
Pending application of the net proceeds as described above, we may initially invest the net proceeds in short-term, investment-grade,
interest-bearing securities or apply them to the reduction of short-term indebtedness.
PLAN OF DISTRIBUTION
General Plan of Distribution
We may offer securities under this prospectus
from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods.
We may sell the securities (1) through underwriters or dealers, (2) through agents or (3) directly to one or more
purchasers, or through a combination of such methods. We may distribute the securities from time to time in one or more transactions
at:
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a fixed price or prices, which may be changed from time to time;
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market prices prevailing at the time of sale;
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prices related to the prevailing market prices; or
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We may directly solicit offers to purchase
the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from
time to time. We will name in a prospectus supplement any underwriter or agent involved in the offer or sale of the securities.
If we utilize a dealer in the sale of the
securities being offered by this prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell
the securities to the public at varying prices to be determined by the dealer at the time of resale.
If we utilize an underwriter in the sale
of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time
of sale, and we will provide the name of any underwriter in the prospectus supplement which the underwriter will use to make re-sales
of the securities to the public. In connection with the sale of the securities, we, or the purchasers of the securities for whom
the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions
or commissions.
With respect to underwritten public offerings,
negotiated transactions and block trades, we will provide in the applicable prospectus supplement information regarding any compensation
we pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in the distribution
of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, or the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed
to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against
civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in
respect thereof.
If so indicated in the applicable prospectus
supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase
securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus
supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts
shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts,
when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts
will not be subject to any conditions except that:
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the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and
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if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts.
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Shares of our common stock sold pursuant
to the registration statement of which this prospectus is a part will be authorized for quotation and trading on The NASDAQ Capital
Market. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on The
NASDAQ Capital Market or any securities market or other securities exchange of the securities covered by the prospectus supplement.
We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.
In order to facilitate the offering of
the securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by
persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover
such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option. In
addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing the applicable security
in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may
be reclaimed if the securities sold by them are repurchased in connection with stabilization transactions. The effect of these
transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail
in the open market. These transactions may be discontinued at any time.
In compliance with the guidelines of the
Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount to be received by any FINRA
member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus
and any applicable prospectus supplement.
The underwriters, dealers and agents may
engage in other transactions with us, or perform other services for us, in the ordinary course of their business.
DESCRIPTION OF CAPITAL STOCK
General
The following description of our capital
stock and provisions of our articles of incorporation, as amended (the “Articles of Incorporation”) and amended and
restated bylaws (the “Bylaws”) are summaries and are qualified by reference to the Articles of Incorporation and the
Bylaws that are on file with the SEC.
We have authorized capital stock consisting
of 150,000,000 shares of common stock, $0.0001 par value, and 50,000,000 shares of preferred stock, $0.0001 par value, 24,325,000
of which shares have been designated as Series A Stock and 333,333 of which shares have been designated as Series B Stock.
As of March 27, 2017, we had issued and
outstanding:
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7,837,882 shares of our common stock held by 370 stockholders of record;
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0 shares of Series A Stock;
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0 shares of Series B Stock;
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Series A, Series C, Series E and Series F warrants to purchase 4,755,749 shares of our common stock;
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Placement agent warrants to purchase 409,376 shares of our common stock; and
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Options to purchase 753,235 shares of our common stock, at a weighted average exercise price of $22.99 per share.
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Common Stock
The holders of our common stock are entitled
to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as
the Board from time to time may determine. Holders of our common stock are entitled to one vote for each share held on all matters
submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. Our
common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution
or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the
holders of our common stock after payment of liabilities, accrued dividends and liquidation preferences, if any. Each outstanding
share of our common stock is duly and validly issued, fully paid and non-assessable.
Preferred Stock
Shares of preferred stock may be issued
from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by
our Board prior to the issuance of any shares thereof. Preferred stock will have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations
or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of
preferred stock as may be adopted from time to time by the Board prior to the issuance of any shares thereof. The number of authorized
shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the voting power of all the then outstanding shares of our capital stock entitled to vote
generally in the election of the directors, voting together as a single class, without a separate vote of the holders of the preferred
stock, or any series thereof, unless a vote of any such holders is required pursuant to any preferred stock designation.
While we do not currently have any plans
for the issuance of additional preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders
of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance
of any shares of preferred stock on the rights of holders of the common stock until the Board determines the specific rights of
the holders of the preferred stock; however, these effects may include:
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Restricting dividends on the common stock;
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Diluting the voting power of the common stock;
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Impairing the liquidation rights of the common stock; or
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Delaying or preventing a change in control of the Company without further action by the stockholders.
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Other than in connection with shares of
preferred stock (as explained above), which preferred stock is not currently designated nor contemplated by us, we do not believe
that any provision of our charter or By-Laws would delay, defer or prevent a change in control.
We currently do not have any shares of
preferred stock outstanding.
Options
Options to purchase an aggregate of 683,235
shares of our common stock have been issued under the Neurotrope, Inc. 2013 Plan as of March 27, 2017. Also as of March 27, 2017,
options to purchase an aggregate of 70,000 shares of our common stock have been issued under the Neurotrope, Inc. 2017 Equity Incentive
Plan, which was approved by the Board on March 9, 2017.
Warrants
As of March 27, 2017, we have outstanding
placement agent warrants that entitle their holders to purchase: 15,953 shares of our common stock, with a term of ten years (from
either August 23, 2013 or October 4, 2013) at an exercise price of $0.32 per share; 1,577 shares of common stock, with a term of
five years (from either August 23, 2013 or October 4, 2013, as applicable) and an exercise price of $0.32 per share, 8,959 shares
of common stock, with a term of five years (from either November 13th or 30th, 2015, as applicable)
at an exercise price of $0.32 per share, and 382,887 shares of common stock, with a term of five years (from either November 17
or 22, 2016) at an exercise price of $6.40 per share. The placement agent warrants contain customary provisions for adjustment
in the event of stock splits, subdivision or combination, mergers, etc. The holders of the placement agent warrants have the right
to exercise the warrant by means of a cashless basis.
On November 13, 2015, we entered into a
Securities Purchase Agreement to sell up to 819,914 units in a private placement at a per unit purchase price equal to $19.20 (the
“November 2015 Private Placement”). Each unit consisted of (i) one one-hundredth share of Series B Stock convertible
into one share of our common stock (which conversion occurred on November 17, 2016, for all shares of Series B Stock then issued
and outstanding), (ii) one warrant to acquire, at an exercise price of $25.60 per share with an expiration date five years from
the date of issuance, one share of our common stock (the “Series A Warrant”), (iii) one warrant to acquire, at an exercise
price of $25.60 per share with an expiration date of one year from the date of issuance, one share of our common stock (the “Series
B Warrant”), (iv) one warrant to acquire, at an exercise price of $40.00 per share with an expiration date of five years
from the issuance date, one share of our common stock (the “Series C Warrant”), (v) one warrant, which is contingent
upon the exercise of the Series B Warrant, to acquire, at an exercise price of $32.00 per share with an expiration date that is
five years from the date of the initial exercise of the Series B Warrant, one share of our common stock (the “Series D Warrant”),
and (vi) one warrant, which is contingent upon the exercise of the Series C Warrant, to acquire, at an initial exercise price of
$48.00 per share with an expiration date that is five years from the date of the initial exercise of the Series C Warrant, one
share of our common stock (the “Series E Warrant”, and together with the Series A Warrant, the Series B Warrant, the
Series C Warrant and the Series D Warrant, the “Investor Warrants”). The exercise prices of the Investor Warrants were
initially subject to full protection for dilutive issuances. The Series A Warrant and Series B Warrant each contain a mandatory
exercise right of ours to force exercise of the warrant if our common stock trades at or above $48.00 for 20 consecutive trading
days (subject to certain conditions, including a $150,000 minimum daily volume requirement). The Series C Warrant contains a mandatory
exercise right of the Company to force exercise of the warrant if our common stock trades at or above $64.00 for 20 consecutive
trading days (subject to certain conditions, including a $150,000 minimum daily volume requirement). The Series B and Series D
Warrants have expired unexercised.
In connection with the November 2015 Private
Placement, the Company has agreed to deliver to Katalyst Securities LLC, the placement agent for the November 2015 Private Placement
(“Katalyst”), warrants exercisable for a period of 5 years from the date of the initial closing to purchase a number
of shares of the Company’s common stock equal to 10% of the number of units purchased by any entity specifically formed by
a person directly introduced to the Company by Katalyst for the purpose of making an investment in the Company (collectively referred
to as “Placement Agent Investors”), who are institutional investors (the “Institutional Placement Agent Investors”)
with an exercise price of $48.00, which shall be lowered to $25.60 on the date of the exercise (if any) of all of the Series A
Warrants or all of the Series B Warrants (the “Institutional Broker Warrant”). In addition, at each closing, the Company
will deliver to Katalyst warrants exercisable for a period of five (5) years from the date of the initial closing to purchase a
number of shares of the Company’s common stock equal to 10% of the number of units purchased by any Placement Agent Investors
who are not Institutional Placement Agent Investors with exercise prices as apportioned as follows: (x) 25% of such number of warrants
shall be exercisable for common stock at an exercise price of $0.32 per share (“Penny Broker Warrant”) and (y) 75%
of such number of warrants shall be exercisable for common stock at an exercise price of $19.20 per share (the “IV Broker
Warrant” and collectively with the Institutional Broker Warrant and the Penny Broker Warrant, the “ 2015 Broker Warrants”).
The 2015 Broker Warrants contain customary provisions, regarding lock-up periods, transferability, registration rights and adjustment
in the event of stock splits, subdivision or combination, mergers, etc. The 2015 Broker Warrants may be exercised on a cash or
cashless basis.
As of March 27, 2017, the placement agent
warrants issued and outstanding in connection with the November 2015 Private Placement entitle their holders to purchase: (a) 8,959
shares of our common stock, with a term of five years (from November 13 or 30, 2015, as applicable) at an exercise price of $0.32
per share. The placement agent warrants contain customary provisions for adjustment in the event of stock splits, subdivision or
combination, mergers, etc. Pursuant to the purchase agreement entered into in connection with November 2016 Private Placement (as
defined below), we agreed to reduce the exercise prices of certain of our outstanding warrants to purchase shares of common stock
that were issued in connection with the November 2015 Private Placement. Effective as of November 18, 2016, the exercise price
of each of the Series A Warrants and the Series C Warrants was reduced to $0.32 per share and the exercise price of the Series
E Warrants was reduced to $32.00 per share, in each case subject to adjustment as provided in such Warrants. In connection with
the November 2016 Private Placement, the Company agreed to reduce the exercise prices of certain of the Company’s outstanding
warrants to purchase Common Stock that were issued in connection with the Company’s November 2015 Private Placement of Series
B Preferred Stock and warrants. Effective as of November 18, 2016, the exercise price of each of the Series A Warrants and the
Series C Warrants was reduced to $0.32 per share and the exercise price of the Series E Warrants was reduced to $32.00 per share,
in each case subject to adjustment as provided in such Warrants, pursuant to the Series A Warrant Amendments (the “Series
A Warrant Amendments”), the Series C Warrant Amendments (the “Series C Warrant Amendments”) and the Series E
Warrant Amendments (the “Series E Warrant Amendments”), respectively.
In a November 2016 private placement, we
sold 3,828,754 shares of common stock and warrants to purchase an equivalent number of shares of our common stock, with an exercise
price of $12.80 per share (subject to adjustment), for a period of five years from the date of issuance (the “Series F Warrants”),
at a purchase price of $6.40 per share of Common Stock and Series F Warrant, resulting in gross proceeds of approximately $24.5
million (the “November 2016 Private Placement”). In connection with the November 2016 Private Placement, we also issued
to the placement agents warrants to purchase up to an aggregate of 382,887 shares of our common stock at an exercise price of $6.40
per share. The November 2016 Private Placement was completed in two closings, which took place on November 17, 2016 and November
22, 2016.
In connection with the November 2016 Private
Placement, on November 17, 2016, we filed with the Secretary of State of the State of Nevada an Amendment to our Certificate of
Designations, Preferences and Rights of Series B Preferred Stock (the “Series B COD Amendment”), originally filed November
13, 2015 with the Secretary of State of the State of Nevada, as corrected by the Certificate of Correction filed November 19, 2015
with the Secretary of State of the State of Nevada (as so corrected, the “Certificate of Designation”). The Series
B COD Amendment (i) provided that the Company’s entry into a binding securities purchase agreement, by and among the Company
and the investors signatory thereto, in connection with a private placement of the Company’s common stock and warrants, that
results in at least $8,000,000 of aggregate gross proceeds to the Company (a “Private Placement”), shall result in
the automatic conversion of the Company’s Series B Stock into shares of the Company’s common stock at a conversion
price of $18.56 immediately prior to the initial closing of the Private Placement with aggregate gross proceeds to the Company
of at least $8 million and (ii) amended the definition of “Excluded Securities” to include the issuance of the Company’s
common stock and warrants issued in any Private Placement. As a result of the November 2016 Private Placement, all of the issued
and outstanding shares of Series B Stock were converted into an aggregate of 825,962 shares of our common stock on November 17,
2016. The Series B COD Amendment was approved by the “Required Holders” as defined in the Certificate of Designation.
As a result of the mandatory conversion of the Series B Stock, the anti-dilution protection for dilutive issuances in the Series
A Warrants, the Series C Warrants and the Series E Warrants ceased to be effective pursuant to the terms of such warrants.
Pursuant to the purchase agreement entered
into in connection with November 2016 Private Placement, we agreed to reduce the exercise prices of certain of our outstanding
warrants to purchase shares of common stock that were issued in connection with the November 2015 Private Placement. Effective
as of November 18, 2016, the exercise price of each of the Series A Warrants and the Series C Warrants was reduced to $0.32 per
share and the exercise price of the Series E Warrants was reduced to $32.00 per share, in each case subject to adjustment as provided
in such Warrants.
In connection with the November 2016 Private
Placement, pursuant to a Placement Agency Agreement, dated October 13, 2016 (the “Placement Agency Agreement”), among
the Company, Katalyst Securities LLC and GP Nurmenkari Inc. (the “Placement Agents”), the Company has agreed to pay
the Placement Agents (i) a cash fee at each closing under the Purchase Agreement equal to ten percent (10%) of each closing’s
gross proceeds and (ii) warrants to purchase shares of Common Stock at each closing under the Purchase Agreement equal to ten percent
(10%) of the number of shares of Common Stock sold in each closing, with an exercise price of $6.40 per share and a five-year term
(the “2016 Broker Warrants” and, together with the 2015 Broker Warrants, the “Broker Warrants”). Such Warrants
shall not become exercisable until the Company’s stockholders have approved an amendment to its Articles of Incorporation
to increase the number of authorized shares and such amendment is filed in Nevada, which filing occurred on February 24, 2017.
Nevada Anti-Takeover Law and Certain Charter and Bylaw Provisions
Nevada Law
We may in the future become subject to
Nevada’s control share laws. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders
of record, at least 100 of whom are residents of Nevada, and if the corporation does business in Nevada, including through an affiliated
corporation. This control share law may have the effect of discouraging corporate takeovers. The Company currently has fewer than
100 stockholders of record who are residents of Nevada and does not do business in Nevada.
The control share law focuses on the acquisition
of a “controlling interest,” which means the ownership of outstanding voting shares that would be sufficient, but for
the operation of the control share law, to enable the acquiring person to exercise the following proportions of the voting power
of the corporation in the election of directors: (1) one-fifth or more but less than one-third; (2) one-third or more but less
than a majority; or (3) a majority or more. The ability to exercise this voting power may be direct or indirect, as well as individual
or in association with others.
The effect of the control share law is
that an acquiring person, and those acting in association with that person, will obtain only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders.
The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no
authority to take away voting rights from the control shares of an acquiring person once those rights have been approved. If the
stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent
non-voting shares. The acquiring person is free to sell the shares to others. If the buyer or buyers of those shares themselves
do not acquire a controlling interest, the shares are not governed by the control share law any longer.
If control shares are accorded full voting
rights and the acquiring person has acquired control shares with a majority or more of the voting power, a stockholder of record,
other than the acquiring person, who did not vote in favor of approval of voting rights for the control shares, is entitled to
demand fair value for such stockholder’s shares.
Removal of Directors
Our Bylaws provide that a director may
be removed only by the affirmative vote of the holders of at least two-thirds of the outstanding shares of our capital stock entitled
to vote. In addition, the authorized number of our directors may be changed only by resolution of our directors, and any vacancy
on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote
of a majority of our directors then in office.
The limitations on the ability of our stockholders
to change the authorized number of directors, remove directors and fill vacancies could make it more difficult for a third party
to acquire, or discourage a third party from seeking to acquire, control of our company.
Stockholder Action; Special Meeting of Stockholders; Advance
Notice Requirements for Stockholder Proposals and Director Nominations
Our Articles of Incorporation and our Bylaws
provide that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders
may only be taken if it is properly brought before such meeting. Our Articles of Incorporation and our Bylaws also provide that,
except as otherwise required by law, special meetings of the stockholders can only be called by the chairman of our board of directors,
our chief executive officer, our president or our secretary. In addition, our Bylaws establish an advance notice procedure for
stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for
election to our board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the
notice of meeting or brought before the meeting by or at the direction of our board of directors, or by a stockholder of record
on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper
form to our secretary of the stockholder's intention to bring such business before the meeting. These provisions could have the
effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our
outstanding voting securities.
Exclusive Forum
Our Bylaws provide that the appropriate
state and federal courts sitting in the State of Nevada shall be the sole and exclusive forum for (i) any derivative action
or proceeding brought on behalf of our company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any
of our directors or officers to the company or our stockholders, (iii) any action asserting a claim against our company arising
pursuant to any provision of the Nevada Revised Statutes or (iv) any action asserting a claim against our company or any of
our directors or officers governed by the internal affairs doctrine. Although our Bylaws contain the provision described above,
it is possible that a court could rule that such a provision is inapplicable for a particular claim or action or that such provision
is unenforceable.
Registration Rights
We have entered into registration rights
agreements with certain holders of our common stock, including our 5% stockholders and their affiliates and entities affiliated
with our directors. The registration rights agreement provides these holders the right to demand that we file a registration
statement or request that their shares be covered by a registration statement that we are otherwise filing.
Registration Rights Agreements
In connection with the November 2015 Private
Placement, the Company and certain buyers entered into a registration rights agreement on November 13, 2015. Under the terms of
the registration rights agreement, the Company agreed to prepare and file with the SEC a registration statement covering the resale
of 150% of the number of shares underlying the Series B Stock, the Investor Warrants and the Broker Warrants) within 30 days following
the date of the initial closing. In connection with the Company’s obligations under the registration rights agreement, on
December 11, 2015, the Company filed a registration statement on Form S-1, as amended on January 14, 2016 (File No. 333-208502),
and subsequently declared effective on January 19, 2016, with the SEC relating to the registrable securities which names each of
the holders of the registrable securities as a selling stockholder thereunder.
In connection with the November 2016 Private
Placement, the Company and certain buyers entered into a registration rights agreement on November 17, 2016. Under the terms of
the registration rights agreement, the Company agreed to register the shares of common stock and the shares of common stock issuable
upon exercise of the Series F warrants sold to the buyers pursuant to a securities purchase agreement. The Company was required
to file a registration statement for the resale of such securities within 30 days following the closing date. In connection
with the Company’s obligations under the registration rights agreement, on December 19, 2016, the Company filed a registration
statement on Form S-1, as amended on January 30, 2017 (File No. 333-215159), and subsequently declared effective on February 14,
2017, with the SEC relating to the registrable securities which names each of the holders of the registrable securities as a selling
stockholder thereunder.
Form S-3 Registration Rights
In addition, pursuant to each of the registration
rights agreements described above, we undertook to register the resale of all the registrable securities on Form S-3 as soon as
such form is available, provided that we shall maintain the effectiveness of all registration statements then in effect until such
time as a registration statement on Form S-3 covering the resale of all the registrable securities has been declared effective
by the SEC and the prospectus contained therein is available for use.
Expenses and Indemnification
Pursuant to the registration rights agreement,
we are required to pay all registration expenses, including registration and filing fees, exchange listing fees, and printing expenses
and accounting fees, other than any underwriting discounts and commissions, that are related to registration described above. The
registration rights agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify
the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us,
and the selling stockholders are obligated to provide an undertaking pursuant to which they will indemnify us for material misstatements
or omissions in the registration statement attributable to them.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Philadelphia
Stock Transfer, Inc.
NASDAQ Capital Market Listing
Our common stock has been publicly traded
on The NASDAQ Capital Market under the symbol “NTRP” since March 29, 2017.
DESCRIPTION OF DEBT SECURITIES
The following description, together with
the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of
the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any
future debt securities we may offer pursuant to this prospectus, we will describe the particular terms of any debt securities that
we may offer in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of
any debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the
terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement
shall control.
We may sell from time to time, in one or
more offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior debt
securities under a senior indenture that we will enter into with a trustee to be named in the senior indenture. We will issue any
such subordinated debt securities under a subordinated indenture, which we will enter into with a trustee to be named in the subordinated
indenture. We use the term “indentures” to refer to either the senior indenture or the subordinated indenture, as applicable.
The indentures will be qualified under the Trust Indenture Act of 1939, as in effect on the date of the indenture. We use the term
“debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated
indenture, as applicable.
The following summaries of material provisions
of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety
by reference to, all the provisions of the indenture applicable to a particular series of debt securities.
General
Each indenture will provide that debt securities
may be issued from time to time in one or more series and may be denominated and payable in foreign currencies or units based on
or relating to foreign currencies. Neither indenture will limit the amount of debt securities that may be issued thereunder, and
each indenture will provide that the specific terms of any series of debt securities shall be set forth in, or determined pursuant
to, an authorizing resolution and/or a supplemental indenture, if any, relating to such series.
We will describe in each prospectus supplement
the following terms relating to a series of debt securities:
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the title or designation;
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the aggregate principal amount and any limit on the amount that may be issued;
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the currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency or units in which principal or interest or both will or may be payable;
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whether we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will be;
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the maturity date and the date or dates on which principal will be payable;
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the interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the date or dates interest will be payable and the record dates for interest payment dates or the method for determining such dates;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the terms of the subordination of any series of subordinated debt;
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the place or places where payments will be payable;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional redemption provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities;
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whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
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whether we will be restricted from incurring any additional indebtedness;
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a discussion on any material or special U.S. federal income tax considerations applicable to a series of debt securities;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
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We may issue debt securities that provide
for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity
pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other
special considerations applicable to any of these debt securities in the applicable prospectus supplement.
Conversion or Exchange Rights
We will set forth in the prospectus supplement
the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common stock or our other
securities. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our
option. We may include provisions pursuant to which the number of shares of our common stock or our other securities that the holders
of the series of debt securities receive would be subject to adjustment.
Information Concerning the Debenture Trustee
The debenture trustee, other than during
the occurrence and continuance of an event of default under the applicable indenture, undertakes to perform only those duties as
are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee under
such indenture must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.
Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the indentures
at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses
and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in
whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record
date for the interest.
We will pay principal of and any premium
and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless
we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check which we will mail to the
holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the debenture
trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name
in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular
series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the
debenture trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed
at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder
of the security thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of Nevada, except to the extent that the Trust Indenture Act is applicable.
Subordination of Subordinated Debt Securities
Our obligations pursuant to any subordinated
debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness
to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of senior indebtedness
we may incur. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION OF WARRANTS
General
We may issue warrants to our stockholders
to purchase shares of our common stock. We may offer warrants separately or together with one or more debt securities, common stock,
rights or purchase contracts, or any combination of those securities in the form of units, as described in the applicable prospectus
supplement. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank
or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the certificates relating
to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any
holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions
of the rights to which any prospectus supplement may relate. The particular terms of the warrant to which any prospectus supplement
may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the
applicable prospectus supplement. To the extent that any particular terms of the warrant, warrant agreement or warrant certificates
described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed
to have been superseded by that prospectus supplement. We encourage you to read the applicable warrant agreement and warrant certificate
for additional information before you decide whether to purchase any of our rights.
We will provide in a prospectus supplement
the following terms of the warrants being issued:
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the specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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the designation, amount and terms of the securities purchasable upon exercise of the warrants;
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if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants;
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if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise, and a description of that series of our preferred stock;
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if applicable, the exercise price for our debt securities, the amount of debt securities to be received upon exercise, and a description of that series of debt securities;
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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;
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any applicable material U.S. federal income tax consequences;
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the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;
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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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if applicable, the date from and after which the warrants and the common stock, preferred stock and/or debt securities will be separately transferable;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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the anti-dilution provisions of the warrants, if any;
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any redemption or call provisions;
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whether the warrants may be sold separately or with other securities as parts of units; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Each warrant will entitle the holder of
rights to purchase for cash the principal amount of shares of common stock or other securities at the exercise price provided in
the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration
date for the rights provided in the applicable prospectus supplement.
Holders may exercise warrants as described
in the applicable prospectus supplement. Upon receipt of payment and the warrant certificate properly completed and duly executed
at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon
as practicable, forward the shares of common stock or other securities, as applicable, purchasable upon exercise of the rights.
If less than all of the warrants issued in any rights offering are exercised, we may offer any unsubscribed securities directly
to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including
pursuant to standby arrangements, as described in the applicable prospectus supplement.
Warrant Agent
The warrant agent for any warrants we offer
will be set forth in the applicable prospectus supplement.
DESCRIPTION OF RIGHTS
General
We may issue rights to our stockholders
to purchase shares of our common stock or the other securities described in this prospectus. We may offer rights separately or
together with one or more additional rights, debt securities, common stock, warrants or purchase contracts, or any combination
of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued
under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent
will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will
not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the
general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent
that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from
any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement.
We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether
to purchase any of our rights.
We will provide in a prospectus supplement
the following terms of the rights being issued:
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the date of determining the stockholders entitled to the rights distribution;
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the aggregate number of shares of common stock or other securities purchasable upon exercise of the rights;
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the aggregate number of rights issued;
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whether the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;
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the method by which holders of rights will be entitled to exercise;
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the conditions to the completion of the offering, if any;
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the withdrawal, termination and cancellation rights, if any;
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whether there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
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whether stockholders are entitled to oversubscription rights, if any;
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any applicable U.S. federal income tax considerations; and
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any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights, as applicable.
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Each right will entitle the holder of rights
to purchase for cash the principal amount of shares of common stock or other securities at the exercise price provided in the applicable
prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided
in the applicable prospectus supplement.
Holders may exercise rights as described
in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed
at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon
as practicable, forward the shares of common stock or other securities, as applicable, purchasable upon exercise of the rights.
If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to
persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including
pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights Agent
The rights agent for any rights we offer
will be set forth in the applicable prospectus supplement.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts, including
contracts obligating holders to purchase from us, and for us to sell to holders, a specific or variable number of our debt securities,
shares of common stock, warrants or rights, or securities of an entity unaffiliated with us, or any combination of the above, at
a future date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to
sell to us, a specific or variable number of our debt securities, shares of common stock, warrants, rights or other property, or
any combination of the above. The price of the securities or other property subject to the purchase contracts may be fixed at the
time the purchase contracts are issued or may be determined by reference to a specific formula described in the purchase contracts.
We may issue purchase contracts separately or as a part of units each consisting of a purchase contract and one or more of our
other securities described in this prospectus or securities of third parties, including U.S. Treasury securities, securing
the holder’s obligations under the purchase contract. The purchase contracts may require us to make periodic payments to
holders or vice versa and the payments may be unsecured or pre-funded on some basis. The purchase contracts may require holders
to secure the holder’s obligations in a manner specified in the applicable prospectus supplement.
The applicable prospectus supplement will
describe the terms of any purchase contracts in respect of which this prospectus is being delivered, including, to the extent applicable,
the following:
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whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts;
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whether the purchase contracts are to be prepaid;
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whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the securities subject to purchase under the purchase contract;
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any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts;
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any applicable U.S. federal income tax considerations; and
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whether the purchase contracts will be issued in fully registered or global form.
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The preceding description sets forth certain
general terms and provisions of the purchase contracts to which any prospectus supplement may relate. The particular terms of the
purchase contracts to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply
to the purchase contracts so offered will be described in the applicable prospectus supplement. To the extent that any particular
terms of the purchase contracts described in a prospectus supplement differ from any of the terms described above, then the terms
described above will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable purchase
contract for additional information before you decide whether to purchase any of our purchase contracts.
DESCRIPTION OF UNITS
The following description, together with
the additional information that we include in any applicable prospectus supplements summarizes the material terms and provisions
of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units
that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable
prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.
We will incorporate by reference from reports
that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any
supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions
of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any
supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related
to the particular series of units that we may offer under this prospectus, as well as any related free writing prospectuses and
the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
We may issue units consisting of common
stock, one or more debt securities, warrants, rights or purchase contacts for the purchase of common stock and/or debt securities
in one or more series, in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each security included in
the unit. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus
supplement the terms of the series of units being offered, including:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
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any provisions of the governing unit agreement that differ from those described below; and
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The provisions described in this section,
as well as those set forth in any prospectus supplement or as described under “Description of Capital Stock,” “Description
of Debt Securities,” “Description of Warrants,” “Description of Rights” and “Description of
Purchase Contracts” will apply to each unit, as applicable, and to any common stock, debt security, warrant, right or purchase
contract included in each unit, as applicable.
Unit Agent
The name and address of the unit agent
for any units we offer will be set forth in the applicable prospectus supplement.
Issuance in Series
We may issue units in such amounts and
in such numerous distinct series as we determine.
Enforceability of Rights by Holders
of Units
Each unit agent will act solely as our
agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder
of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no
duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent
of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security
included in the unit.
Provisions of Nevada Law Governing Business
Combinations
Nevada has a business combination law,
which prohibits certain business combinations between Nevada corporations and “interested stockholders” for two years
after the interested stockholder first becomes an interested stockholder, unless the corporation’s board of directors approves
the combination in advance. For purposes of Nevada law, an interested stockholder is any person who is: (a) the beneficial owner,
directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (b) an affiliate
or associate of the corporation and at any time within the previous two years was the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the then-outstanding shares of the corporation. The definition of “business combination”
contained in the statute is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer
to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests
of the corporation and its other stockholders.
The effect of Nevada’s business combination
law is to potentially discourage a party interested in taking control of the Company from doing so if it cannot obtain the approval
of our Board.
Limitations on Liability and Indemnification of Officers
and Directors
Under the Nevada Revised Statutes, our
directors and officers are not individually liable to us or our stockholders for any damages as a result of any act or failure
to act in their capacity as an officer or director unless it is proven that:
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His act or failure to act constituted a breach of his fiduciary duty as a director or officer; and
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His breach of these duties involved intentional misconduct, fraud or a knowing violation of law.
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Nevada law allows corporations to provide
broad indemnification to its officers and directors. At the present time, our Articles of Incorporation and our amended and restated
by-laws also provide for broad indemnification of our current and former directors, trustees, officers, employees and other agents.
We have also entered into indemnification agreements with each of our directors and officers, pursuant to which we have agreed
to indemnify such individuals against certain liabilities that arise by reason of their status as directors and officers to the
fullest extent permitted by applicable law.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that
in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
LEGAL MATTERS
Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., New York, New York, will pass upon the validity of the issuance of the securities to be offered by this prospectus.
EXPERTS
The consolidated financial statements of
Neurotrope, Inc. as of December 31, 2016 and 2015, and for each of the years in the two-year period ended December 31,
2016, have been incorporated by reference herein in reliance upon the report of Friedman LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public
reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents by
writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the
operation of the public reference facilities. SEC filings are also available at the SEC’s web site at http://www.sec.gov.
This prospectus is only part of a registration
statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore omits certain information contained
in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from
this prospectus, and you should refer to the applicable exhibit or schedule for a complete description of any statement referring
to any contract or other document. You may inspect a copy of the registration statement, including the exhibits and schedules,
without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC.
We also maintain a website at www.neurotropebioscience.com,
through which you can access our SEC filings. The information set forth on, or accessible from, our website is not part of this
prospectus.
INCORPORATION OF INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” information that we file with them. Incorporation by reference allows us to disclose important information
to you by referring you to those other documents. The information incorporated by reference is an important part of this prospectus,
and information that we file later with the SEC will automatically update and supersede this information. This prospectus omits
certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement
and any prospectus supplement filed hereafter, including the exhibits, for further information about us and the securities we may
offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated
by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that
reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits,
may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.”
The documents we are incorporating by reference are:
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all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination or completion of the offering of securities under this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing such reports and other documents.
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Unless otherwise noted, the SEC file number
for each of the documents listed above is 000-55275.
In addition, all reports and other documents
filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the
registration statement shall be deemed to be incorporated by reference into this prospectus.
Any statement contained in this prospectus
or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request, orally or in writing,
a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by
contacting: Investor Relations, Neurotrope, Inc., 205 East 42nd Street, 16th Floor, New York,
New York 10017, or call (973) 242-0005.
You should rely only on information contained
in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide
you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not
making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
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