Spin-Off Distribution is Conditional Upon the Closing of Neurotrope's Proposed Merger with Metuchen Pharmaceuticals
NEW YORK, Nov. 20, 2020 /PRNewswire/ -- Neurotrope, Inc. (NASDAQ:NTRP) ("Neurotrope" or the "Company") announced today that its Board of Directors has approved the conditional distribution and set the shareholder of record and distribution dates in connection with the previously announced spin-off (the "Spin-Off") of its wholly-owned subsidiary, Neurotrope Bioscience, Inc. ("NBI"). Subject to the closing of Neurotrope's proposed merger with Metuchen Pharmaceuticals, LLC ("Metuchen"), shareholders and certain warrant holders of record of Neurotrope on November 30, 2020 (the "Record Date") will receive on December 7, 2020 (the "Distribution Date"), a dividend at the rate of (i) one share of NBI common stock for every five shares of Neurotrope common stock held, (ii) one share of NBI common stock for every five shares of Neurotrope common stock issuable upon conversion of Neurotrope preferred stock held and (iii) one share of NBI common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held that are entitled to participate in the spin-off pursuant to the terms thereof (collectively, the "Distribution"). Any fractional shares will be paid in cash. Neurotrope and Metuchen previously announced their intent to merge in an all-stock transaction resulting in the formation of a holding company to be named Petros Pharmaceuticals, Inc. ("Petros"), which expects to trade on the Nasdaq Capital Market under the symbol "PTPI" following the closing of the merger. Neurotrope's meeting of shareholders to approve the proposed merger and other matters is scheduled for November 25, 2020.
In addition, in connection with the Spin-Off, the holders of Neurotrope's amended and restated warrants to purchase shares of Neurotrope common stock (the "A&R Warrants") will receive warrants to purchase shares of NBI common stock at the ratio of one share of NBI common stock for every five shares of Neurotrope common stock issuable upon exercise of such A&R Warrants held (collectively, the "Spin-Off Warrants").
Neurotrope expects that NBI common stock will be quoted on the OTCQB market of the OTC Markets Group, Inc. under a symbol that is yet to be determined.
Holders of Neurotrope's common stock, preferred stock and warrants as of the Record Date will not be required to take any action to participate in the Distribution. Stockholders who hold Neurotrope common stock and preferred stock on the Record Date will receive a book-entry account statement reflecting their ownership of NBI common stock or their brokerage account will be credited with the shares of NBI common stock. NBI has filed a registration statement on Form S-1 (File No. 333-249434) with the U.S. Securities and Exchange Commission (the "SEC") for the issuance of the shares of NBI common stock and Spin-Off Warrants in the proposed Spin-Off transaction, which was declared effective by the SEC on November 9, 2020. Investors are encouraged to read the final prospectus and prospectus supplement relating to the Spin-Off because they contain more complete information about NBI and its separation from Neurotrope, as well as a detailed description of the conditions that must be satisfied in order to proceed with the proposed Spin-Off, including the closing of Neurotrope's proposed merger pursuant to the Merger Agreement. The final prospectus and prospectus supplement are being mailed to Neurotrope stockholders and warrant holders.
The Distribution is taxable to shareholders and warrant holders that receive shares of NBI common stock. Neurotrope securityholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the Spin-Off. The Distribution is subject to the fulfillment or waiver of certain applicable conditions, including obtaining all approvals necessary to consummate the transactions contemplated by the Merger Agreement. No assurance can be given as to the receipt or timing of the approvals, including shareholder approval of the merger by Neurotrope's shareholders. If the applicable conditions of the Merger Agreement (and the related Separation and Distribution Agreement) are not satisfied and the merger is not consummated, the Distribution will not be made and the declaration of the Distribution will be null and void.