Item 8.01 Other Events.
On September 30, 2020, Petros filed Amendment No. 1 to the 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, 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 "First Amendment"), dated as of July 23, 2020 and
the Second Amendment to the Original Merger Agreement, dated as of September 30,
2020 (the "Second Amendment" and, together with the Original Merger Agreement
and the First Amendment, the "Merger Agreement"), 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,
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 Neurotrope to consummate the Neurotrope Merger; risks
related to Neurotrope's ability to correctly estimate its operating expenses and
its expenses associated with the transaction; the ability of Neurotrope to
protect its 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 Securities Exchange Commission (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 intends to file relevant materials with the SEC, including a
registration statement that will contain a proxy statement and
prospectus. 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 will be included in the proxy statement relating to the transactions
when it is filed with the SEC. These documents can be obtained free of charge
from the sources indicated above.
© Edgar Online, source Glimpses