Item 1.01 Entry into a Material Definitive Agreement.
Separation and Distribution Agreement
On December 6, 2020, Neurotrope and Synaptogenix entered into the Separation and
Distribution Agreement (the "Separation and Distribution Agreement") that sets
forth Synaptogenix's agreements with Neurotrope regarding the principal
transactions necessary to separate Synaptogenix from Neurotrope, including: (i)
the contribution of cash in excess of $20,000,000, as adjusted pursuant to the
Merger Agreement, and all of the operating assets and liabilities not retained
by Neurotrope in connection with the Merger to Synaptogenix and (ii) the
Distribution. The Separation and Distribution Agreement also sets forth the
other provisions that govern certain aspects of Neurotrope's relationship with
Synaptogenix after the completion of the Spin-Off and provides for the
allocation of assets, liabilities and obligations between Synaptogenix and
Neurotrope in connection with the Spin-Off.
The foregoing description of the Separation and Distribution Agreement is
qualified in its entirety by reference to the complete terms and conditions of
the Separation and Distribution Agreement, which is filed as Exhibit 10.1 to
this Report and is incorporated by reference herein.
Tax Matters Agreement
On December 6, 2020, Synaptogenix entered into a Tax Matters Agreement with
Neurotrope (the "Tax Matters Agreement") that generally governs the parties'
respective rights, responsibilities and obligations after the Spin-Off with
respect to taxes. Under the Tax Matters Agreement, Neurotrope will be liable for
and shall indemnify Synaptogenix from all taxes of Neurotrope for any taxable
period and any transfer taxes for which Neurotrope is responsible as a result of
the Spin-Off. Synaptogenix will be liable for and shall indemnify Neurotrope
from (i) all taxes, other than transfer taxes of Neurotrope for any pre-Spin-Off
tax period to the extent they are attributable to Synaptogenix (ii) all taxes,
other than transfer taxes, of Synaptogenix for any taxable period other than a
pre-Spin-Off tax period, (iii) from all taxes, other than transfer taxes, of
Neurotrope related to the recapture of any "dual consolidated loss" and (iv) any
transfer taxes for which it is responsible as a result of the Spin-Off.
The foregoing description of the Tax Matters Agreement is qualified in its
entirety by reference to the complete terms and conditions of the Tax Matters
Agreement, which is filed as Exhibit 10.2 to this Report and is incorporated by
reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
The information provided in the Explanatory Note of this Report is incorporated
by reference into this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Charles RyanOn December 1, 2020 (the "Separation Date"), Charles S. Ryan, J.D., Ph.D. was
terminated from his employment with Neurotrope and Synaptogenix, including his
positions as the Chief Executive Officer of Neurotrope and any and all other
positions that Dr. Ryan held with Neurotrope, Synaptogenix, or any of
Neurotrope's subsidiaries or other affiliated entities.
In connection with Dr. Ryan's termination, Synaptogenix and Dr. Ryan entered
into a Separation Agreement, dated as of December 7, 2020 (the "Separation
Agreement"). Pursuant to the Separation Agreement, Dr. Ryan will be entitled to
receive the following separation benefits in consideration of, and subject to,
Dr. Ryan's compliance with his continuing obligations under the Separation
Agreement and all other agreements between Dr. Ryan and the Company, and
provided that Dr. Ryan does not revoke the Separation Agreement: (i) payment of
twelve (12) months of Dr. Ryan's base salary as of the Separation Date; (ii) a
cash bonus in an amount equal to $225,000; and (iii) payment of Dr. Ryan's COBRA
premiums for the period starting on the Separation Date and ending on the
earliest to occur of (x) 12 months following the Separation Date; (y) the date
Dr. Ryan is no longer eligible under COBRA and (z) the date that Dr. Ryan
obtains employment that offers group health benefits. Additionally, as of the
Effective Date (defined below) options to purchase 432,905 shares of Petros'
common stock held by Dr. Ryan shall vest and become immediately exercisable.
The Separation Agreement also contains a general release of any and all claims
that Dr. Ryan had or could have had against the Company and the other Company
Releasees (as defined in the Separation Agreement). Dr. Ryan may revoke
the Separation Agreement within seven days of the Separation Date, and, if Dr.
Ryan does not revoke the Separation Agreement within such seven-day period, it
will become effective on the eighth day following the Separation Date (the
"Effective Date"). In the event that Dr. Ryan revokes the Separation Agreement,
it will not be effective and Dr. Ryan will not be entitled to receive the
separation benefits provided for thereunder.
The foregoing description of the Separation Agreement is qualified in its
entirety by reference to the complete terms and conditions of the Separation
Agreement, which is filed as Exhibit 10.3 to this Report and is incorporated by
reference herein.
Dr. Alan J. Tuchman, M.D.
On December 7, 2020, the Company entered into an offer letter (the "Offer
Letter") with Alan J. Tuchman, M.D., pursuant to which Dr. Tuchman agreed to
serve as the Company's Chief Executive Officer, commencing on December 7, 2020
(the "Start Date"). Dr. Tuchman will receive an initial annual base salary of
$222,000, with an annual discretionary bonus of up to 50% of his base salary
then in effect. Dr. Tuchman also received an initial equity grant of options to
purchase a number of shares of common stock equal to at least 1% of the
Company's outstanding shares of common stock immediately following the Spin-Off.
The option will vest with respect to 25% on each of the first, second, third and
fourth quarterly anniversaries from the Start Date, subject to Dr. Tuchman's
continued employment with the Company.
The term of Dr. Tuchman's employment pursuant to the Offer Letter is one year,
which shall be extended automatically for six month periods unless either party
gives timely written notice. Pursuant to the Offer Letter, if Dr. Tuchman is
terminated during the period that is within six months from the Start Date, Dr.
Tuchman will receive compensation totaling a minimum of 50% of his annualized
salary. If Dr. Tuchman is terminated within the period which is after six months
from the Start Date and before the one year anniversary of the Start Date, Dr.
Tuchman will receive severance equal to one (1) month of his base salary. If Dr.
Tuchman is terminated within the period which is after the one year anniversary
of the Start Date, Dr. Tuchman will receive severance equal to two (2) months of
his base salary.
In addition, in connection with his appointment as the Company's Chief Executive
Officer, Dr. Tuchman was appointed to the board of directors of the Company.
Dr. Tuchman joins the Company from New York Medical College where he was
Clinical Professor of Neurology. In addition, Dr. Tuchman is in the private
practice of Neurology in Manhattan and serves as a consultant to a number of
biotechnology and investment firms. Dr. Tuchman founded and was Managing
Director of MedPro Investors LLC. from 2011 to 2020. He has served as a partner
of Xmark Opportunity Partners and as CEO and then Executive Chairman of
Neurophysics, Inc. from 2002 to 2010. Dr. Tuchman served as Senior Vice
President and Chief Medical Officer of Oncolytics Biotech Inc. from 2012 to
2017. He was previously the President of the Epilepsy Society of Southern New
York as well as Vice Dean for Clinical Affairs at New York Medical College. Dr.
Tuchman received his MD degree from the University of Cincinnati, College of
Medicine, and completed his Neurology Residency at the Mt Sinai School of
Medicine. Dr. Tuchman received his MBA from Columbia University in 1996. He has
author of over 30 scientific papers and book chapters.
The Company is not aware of any transaction in which Dr. Tuchman has an interest
that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Offer Letter is qualified in its entirety by
reference to the complete terms and conditions of the Offer Letter, which is
filed as Exhibit 10.4 to this Report and is incorporated by reference herein.
2020 Equity Incentive Plan
Upon completion of the Spin-Off, the Company's 2020 Equity Incentive Plan (the
"2020 Plan") became effective on December 7, 2020. The total number of
securities available for grant under the 2020 Plan is 1,000,000 shares of common
stock, subject to adjustment. The Compensation Committee of the Company's board
of directors (the "Committee") will administer the 2020 Plan and have full power
to grant stock options and common stock, construe and interpret the 2020 Plan,
establish rules and regulations and perform all other acts, including the
delegation of administrative responsibilities, as it believes reasonable and
proper. The Committee, in its absolute discretion, may award common stock to
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Certificate of Incorporation
On December 7, 2020, the Company filed an amended and restated certificate of
incorporation (the "Amended Charter") which, among other things, changed its
name to Synaptogenix, Inc. Under the Amended Charter, the total authorized
number of shares of the Company is 151,000,000 shares, consisting of 150,000,000
shares of common stock, par value $0.0001 per share, and 1,000,000 shares of
preferred stock, par value $0.001 per share.
The foregoing description of the Amended Charter is qualified in its entirety by
reference to the complete terms and conditions of the Amended Charter, which is
filed as Exhibit 3.1 to this Report and is incorporated by reference herein.
Second Amended and Restated Bylaws
On November 3, 2020, the board of directors of the Company adopted the
Synaptogenix, Inc. Bylaws (the "Amended Bylaws"), which were implemented in
connection with the Spin-Off. On December 7, 2020, upon the successful
completion of the Spin-Off, the Amended Bylaws became effective.
The Amended Bylaws are filed as Exhibit 3.2 to this Report and are incorporated
by reference herein.
Item 8.01 Other Events.
On December 8, 2020, the Company issued a press release announcing the
completion of the Spin-Off. A copy of the press release is attached hereto as
Exhibit 99.1 to this Report and is incorporated herein by reference.
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SYNAPTOGENIX, INC. 
