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EX-10.1 - EXHIBIT 10.1 - Neurotrope, Inc.v388383_ex10-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 3, 2014

 

NEUROTROPE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 333-172647 46-3522381
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

 

50 Park Place, Suite 1401

Newark, New Jersey 07102

(Address of principal executive offices, including ZIP code)

 

(914) 295-2765

(Registrant’s telephone number, including area code)

 

10732 Hawk’s Vista Street

 Plantation, FL 33324

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On September 3, 2014, Neurotrope, Inc. (the “Company”) and the holders of a majority of the Company’s Series A Preferred Stock entered into an amendment (the “Amendment”) to the Preferred Stockholders Agreement, dated as of August 23, 2013 (the “Preferred Stockholder Agreement”). Under the terms of the Amendment, the parties removed provisions relating to the right of first refusal and certain prohibitions relating to transfers, which were set forth in the Preferred Stockholder Agreement. In addition, the parties made other technical changes to the terms of the Preferred Stockholder Agreement.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in its entirety into this Item 1.01 by reference.

 

 

Item 9.01 Financial Statements and Exhibits.

 

The following exhibit is filed herewith:

 

(d) Exhibits.

 

Exhibit No. Description
      10.1 Amendment No. 1 to Preferred Stockholders Agreement, dated September 3, 2014
 
 
 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

  NEUROTROPE, INC.
   
   
Dated: September 5, 2014 By:  /s/ Robert Weinstein
    Name: Robert Weinstein
Title: Chief Financial Officer, Executive Vice President, Secretary and Treasurer

  

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Amendment No. 1 to Preferred Stockholders Agreement, dated September 3, 2014