NEUROTROPE, INC. Item 1.01 Entry into a Material Definitive Agreement.
Second Amendment to Agreement and Plan of Merger
As previously disclosed, on
On
· If at any time following the closing of the Mergers and prior to the one
year anniversary of the closing of the Mergers, the closing price per
share of Petros common stock is:
o (i) greater than or equal to $1.60 for a period of twenty (20)
trading days during any thirty (30) consecutive trading day period,
then the earnout payment will be equal to 5,000,000 shares of Petros
common stock ("First Period Initial Milestone Earnout Payment");
o (ii) greater than or equal to $2.00 for a period of twenty (20)
trading days during any thirty (30) consecutive trading day period,
then the earnout payment will be equal to 5,000,000 shares of Petros
common stock (the "First Period Second Milestone Earnout Payment");
o (iii) greater than or equal to $2.60 for a period of twenty (20)
trading days during any thirty (30) consecutive trading day period,
then the earnout payment will be equal to 5,000,000 shares of Petros
common stock (the "First Period Third Milestone Earnout Payment");
and
o (iv) greater than or equal to $3.00 for a period of twenty (20)
trading days during any thirty (30) consecutive trading day period,
then the earnout payment will be equal to 5,000,000 shares of Petros
common stock (the "First Period Final Milestone Earnout Payment").
· If at any time within the twelve (12) month period following the one year
anniversary of the closing of the Mergers, the closing price per share of
Petros common stock is:
o (i) greater than or equal to $2.00 for a period of twenty (20)
trading days during any thirty (30) consecutive trading day period,
then the earnout payment will be equal to 5,000,000 shares of Petros
common stock ("Second Period Initial Milestone Earnout Payment" and
together with the First Period Initial Milestone Earnout Payment,
the "First Milestone Earnout Payment);
o (ii) greater than or equal to $2.50 for a period of twenty (20)
trading days during any thirty (30) consecutive trading day period,
then the earnout payment will be equal to 5,000,000 shares of Petros
common stock (the "Second Period Second Milestone Earnout Payment"
and together with the First Period Second Milestone Earnout Payment,
the "Second Milestone Earnout Payment);
o (iii) greater than or equal to $3.25 for a period of twenty (20)
trading days during any thirty (30) consecutive trading day period,
then the earnout payment will be equal to 5,000,000 shares of Petros
common stock (the "Second Period Third Milestone Earnout Payment"
and together with the First Period Third Milestone Earnout Payment,
the "Third Milestone Earnout Payment); and
o (iv) greater than or equal to $3.75 for a period of twenty (20)
trading days during any thirty (30) consecutive trading day period,
then the earnout payment will be equal to 5,000,000 shares of Petros
common stock (the "Second Period Final Milestone Earnout Payment"
and together with the First Period Final Milestone Earnout Payment,
the "Final Milestone Earnout Payment." The First Milestone Earnout
Payment, the Second Milestone Earnout Payment, the Third Milestone
Earnout Payment and the Final Milestone Earnout Payment are
collectively referred to herein as the "Milestone Earnout Payments"
and individually as a "Milestone Earnout Payment").
Each Milestone Earnout Payment is only achievable and payable one time and upon achievement of such Milestone Earnout Payment, there will be no further payments with respect to such Milestone Earnout Payment. Further, upon achievement of a Milestone Earnout Payment in the First Period, the corresponding milestone for the Second Period will not be achievable. In no event will the sum of the First Milestone Earnout Payment, the Second Milestone Earnout Payment, the Third Milestone Earnout Payment and the Final Milestone Earnout Payment be greater than 20,000,000 shares of Petros common stock.
· In addition to the Milestone Earnout Payments, Metuchen equity holders will
have the opportunity to receive the following during the period ending on the
second anniversary of the closing of the Mergers if:
o (a) either (i) Petros' Market Capitalization (as defined in the
Second Amendment) is greater than or equal to $250,000,000 for a
period of twenty (20) trading days during any thirty (30)
consecutive trading day period with a closing price per share of
Petros common stock of no less than $3.50 on each such trading day
or (ii) Petros receives aggregate gross proceeds of at least
$25,000,000 in an offering (or series of offerings within a sixty
(60) calendar day period) of Petros common stock with a price per
share of Petros common stock sold equal to no less than $3.50 in
each offering (or series of offerings) and where Petros has a Market
Capitalization immediately prior to each such offering (or series of
offerings) equal to at least $250,000,000 , then the Earnout Payment
shall be equal to 10,000,000 shares of Petros common stock (the
"Initial Market Capitalization/Gross Proceeds Earnout Payment");
o (b) either (i) Petros' Market Capitalization is greater than or
equal to $300,000,000 for a period of twenty (20) trading days
during any thirty (30) consecutive trading day period with a closing
price per share of Petros common stock of no less than $3.75 on each
such trading day or (ii) Petros receives aggregate gross proceeds of
at least $30,000,000 in an offering (or series of offerings within a
sixty (60) calendar day period) of Petros common stock with a price
per share of Petros common stock sold equal to no less than $3.75 in
each offering (or series of offerings) and where Petros has a Market
Capitalization immediately prior to each such offering (or series of
offerings) equal to at least $300,000,000 , then the Earnout Payment
shall be equal to 10,000,000 shares of Petros common stock, (the
"Second Market Capitalization/Gross Proceeds Earnout Payment");
o (c) either (i) Petros' Market Capitalization is greater than or
equal to $400,000,000 for a period of twenty (20) trading days
during any thirty (30) consecutive trading day period with a closing
price per share of Petros common stock of no less than $4.50 on each
such trading day or (ii) Petros receives aggregate gross proceeds of
at least $40,000,000 in an offering (or series of offerings within a
sixty (60) calendar day period) of Petros common stock with a price
per share of Petros common stock sold equal to no less than $4.50 in
each offering (or series of offerings) and where Petros has a Market
Capitalization immediately prior to each such offering (or series of
offerings) equal to at least $400,000,000 , then the Earnout Payment
shall be equal to 15,000,000 shares of Petros common stock (the
"Third Market Capitalization/Gross Proceeds Earnout Payment"); and
o (d) either (i) Petros' Market Capitalization is greater than or
equal to $500,000,000 for a period of twenty (20) trading days
during any thirty (30) consecutive trading day period with a closing
price per share of Petros common stock of no less than $4.75 on each
such trading day or (ii) Petros receives aggregate gross proceeds of
at least $50,000,000 in an offering (or series of offerings within a
sixty (60) calendar day period) of Petros common stock with a price
per share of Petros common stock sold equal to no less than $4.75 in
each offering (or series of offerings) and where Petros has a Market
Capitalization immediately prior to each such offering (or series of
offerings) equal to at least $500,000,000 , then the Earnout Payment
shall be equal to 16,160,451 shares of Petros common stock, (the
"Final Market Capitalization/Gross Proceeds Earnout Payment." The
Initial Market Capitalization/Gross Proceeds Earnout Payment, the
Second Market Capitalization/Gross Proceeds Earnout Payment, the
Third Market Capitalization/Gross Proceeds Earnout Payment and the
Final Market Capitalization/Gross Proceeds Earnout Payment are
collectively referred to herein as the "Market Capitalization/Gross
Proceeds Earnout Payments" and individually as a "Market
Capitalization/Gross Proceeds Earnout Payment").
Each Market Capitalization/Gross Proceeds Earnout Payment will only be achievable and payable one time and upon achievement of such Market Capitalization/Gross Proceeds Earnout Payment, there will be no further payments with respect to such Market Capitalization/Gross Proceeds Earnout Payment. In no event will the sum of the Initial Market Capitalization/Gross Proceeds Earnout Payment, the Second Market Capitalization/Gross Proceeds Earnout Payment, the Third Market Capitalization/Gross Proceeds Earnout Payment and the Final Market Capitalization/Gross Proceeds Earnout Payment be greater than 51,160,451 shares of Petros common stock. Further, in no event will the sum of the Milestone Earnout Payments and the Market Capitalization/Gross Proceeds Earnout Payments be greater than 71,160,451 shares of Petros common stock.
Each reference to share prices and Petros common stock will be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transaction of the Petros common stock that occur after the date of the Merger Agreement.
A portion of the Earnout Payments will be allocated to holders of Metuchen warrants on a pro rata basis, such portion to be equal to a fraction (a) the numerator of which is (i) 8,730,000 minus (ii) the number of shares currently held by the holders of Metuchen warrants divided (b) the denominator of which is 71,160,451. The remaining portion of the Earnout Payments will be distributed to the other holders of Metuchen units on a pro-rata basis.
The Second Amendment also amends and restates Section 6.11 of the Merger
Agreement to provide that immediately following the closing of the Mergers, the
Petros board of directors will consist of five (5) directors, of which three (3)
directors will be designated by Metuchen and two (2) directors will be
designated by
The Second Amendment additionally amends and restates certain defined terms in
the Merger Agreement, including the definition of "Excess Cash" to reduce the
amount of cash to be retained by Petros following the Mergers by fifty percent
(50%) of any severance, change-in-control payments or similar payment
obligations that become due or payable to Dr.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed herewith:
(d) Exhibits.
Exhibit No. Description
2.1 Second Amendment to Agreement and Plan of Merger, dated as of
September 30, 2020 , by and between Petros Pharmaceuticals, Inc. , PM
Merger Sub 1, LLC, PN Merger Sub 2, Inc., Neurotrope, Inc. and Metuchen
Pharmaceuticals, Inc.
4.1 Form of the Amended and Restated Series E Warrant
4.2 Form of the Amended and Restated Series F Warrant
4.3 Form of the Amended and Restated Series G Warrant
4.4 Form of the Amended and Restated Series H Warrant
4.5 Form of Series A Common Stock Warrant (Series E Spin-Off Warrant)
4.6 Form of Series B Common Stock Warrant (Series F Spin-Off Warrant)
4.7 Form of Series C Common Stock Warrant (Series G Spin-Off Warrant)
4.8 Form of Series D Common Stock Warrant (Series H Spin-Of Warrant)
10.1 Form of Voting Agreement by and between Metuchen and certain
stockholders of Neurotrope
10.2 Warrant Amendment Agreement, dated as of September 29, 2020 , by and
between Neurotrope, Inc. and the holders of Series E warrants
10.3 Warrant Amendment Agreement, dated as of September 29, 2020 , by and
between Neurotrope, Inc. and the holders of Series F warrants
10.4 Warrant Amendment Agreement, dated as of September 29, 2020 , by and
between Neurotrope, Inc. and the holders of Series G warrants
10.5 Warrant Amendment Agreement, dated as of September 29, 2020 , by and
between Neurotrope, Inc. and the holders of Series H warrants
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
