Item 8.01 Other Events.
On July 24, 2020, Petros Pharmaceuticals, Inc., a Delaware corporation formed
for the purposes of effecting transactions contemplated by the Merger Agreement
(as defined below) ("Petros") filed a registration statement on Form S-4 (File
No. 333-240064) (the "Registration Statement") with the U.S. Securities and
Exchange Commission ("SEC"), which includes a preliminary proxy statement of
Neurotrope, Inc., a Nevada corporation ("Neurotrope"), and constitutes a
preliminary prospectus of Petros.
The Registration Statement was filed in connection with the previously disclosed
Agreement and Plan of Merger (the "Original Merger Agreement"), dated as of May
17, 2020, by and among Petros, Neurotrope, PM Merger Sub 1, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of Petros ("Merger Sub
1"), PN Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary
of Petros ("Merger Sub 2"), and Metuchen Pharmaceuticals LLC, a Delaware limited
liability company ("Metuchen"), as amended by the First Amendment to the
Original Merger Agreement (the "Merger Agreement Amendment" and, together with
the Original Merger Agreement, the "Merger Agreement"), dated as of July 23,
2020, providing for (1) the merger of Merger Sub 1 with and into Metuchen, with
Metuchen surviving as a wholly-owned subsidiary of Petros (the "Metuchen
Merger") and (2) the merger of Merger Sub 2 with and into Neurotrope, with
Neurotrope surviving as a wholly-owned subsidiary of Petros (the "Neurotrope
Merger" and, together with the Metuchen Merger, the "Mergers").
The Registration Statement has not yet been declared effective by the SEC. The
Registration Statement is available on the SEC's EDGAR system, and may be
accessed at www.sec.gov.
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended) concerning Neurotrope,
Metuchen, the proposed transactions and other matters. These statements may
discuss goals, intentions and expectations as to future plans, trends, events,
results of operations or financial condition, or otherwise, based on current
beliefs of the management of Neurotrope, as well as assumptions made by, and
information currently available to, management. Forward-looking statements
generally include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as "may," "will,"
"should," "would," "expect," "anticipate," "plan," "likely," "believe,"
"estimate," "project," "intend," and other similar expressions. Statements that
are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to
risks and uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation: the
risk that the conditions to the closing of the transactions are not satisfied,
including the failure to obtain stockholder approval for the transactions in a
timely manner or at all; uncertainties as to the timing of the consummation of
the Mergers and the spin-off of Neurotrope's wholly-owned subsidiary, Neurotrope
Bioscience, Inc., and the ability of each of Petros, Neurotrope and Metuchen to
consummate the transactions; risks related to Petros' initial listing on The
Nasdaq Capital Market at the closing of the proposed transaction; risks related
to Neurotrope's ability to correctly estimate its operating expenses and its
expenses associated with the transaction; the ability of Neurotrope or Metuchen
to protect their respective intellectual property rights; competitive responses
to the transaction; unexpected costs, charges or expenses resulting from the
transaction; potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction; and
legislative, regulatory, political and economic developments. The foregoing
review of important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be read in
conjunction with statements that are included herein and elsewhere, including
the risk factors included in Neurotrope's most recent Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with the SEC. Neurotrope can give no assurance that the conditions to the
transaction will be satisfied. Except as required by applicable law, Neurotrope
undertakes no obligation to revise or update any forward-looking statement, or
to make any other forward-looking statements, whether as a result of new
information, future events or otherwise.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transaction or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of the Securities Act of 1933, as
amended. Subject to certain exceptions to be approved by the relevant regulators
or certain facts to be ascertained, the public offer will not be made directly
or indirectly, in or into any jurisdiction where to do so would constitute a
violation of the laws of such jurisdiction, or by use of the mails or by any
means or instrumentality (including without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or any facility
of a national securities exchange, of any such jurisdiction.
Important Information About the Business Combination and Where to Find It
In connection with the proposed transaction among Petros, Neurotrope and
Metuchen, Petros has filed a Registration Statement on Form S-4, which includes
a preliminary proxy statement of Neurotrope. Petros intends to file additional
relevant materials with the SEC. NEUROTROPE URGES INVESTORS AND STOCKHOLDERS TO
READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PETROS, NEUROTROPE,
METUCHEN, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and
shareholders will be able to obtain free copies of the proxy statement,
prospectus and other documents filed by Petros and Neurotrope with the SEC (when
they become available) through the website maintained by the SEC at
www.sec.gov. In addition, investors and shareholders will be able to obtain
free copies of the proxy statement, prospectus and other documents filed by
Petros and Neurotrope with the SEC by contacting Investor Relations by mail at
Neurotrope, Inc., Attn: Investor Relations, 1185 Avenue of the Americas,
3rd Floor, New York, New York 10036. Investors and stockholders are urged to
read the proxy statement, prospectus and the other relevant materials when they
become available before making any voting or investment decision with respect to
the proposed transaction.
Participants in the Solicitation
Petros, Neurotrope and Metuchen, and each of their respective directors and
executive officers and certain of their other members of management and
employees, may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information about Neurotrope's
directors and executive officers is included in Neurotrope's Annual Report on
Form 10-K for the year ended December 31, 2019, filed with the SEC on March 13,
2020. Additional information regarding these persons and their interests in the
transaction is included in the Registration Statement on Form S-4 filed by
Petros. These documents can be obtained free of charge from the sources
indicated above.
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